Exhibit
10.3

      
        

      

       

      MASTER
TRANSACTION AGREEMENT 

    

     

    between


     

    Apple Inc.,

     

    Liquidmetal
Technologies, Inc.

     

    Liquidmetal
Coatings, LLC

     

    and

     

    Crucible
Intellectual Property, LLC

     

    
      
        

      

       

    

    Effective
as of

     August 5,
2010

     

    
      

    

     

     

     

     

       

      
         

        
          	
                  [*]
      =

                	
                  CERTAIN
      CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS
      AND AN ASTERISK, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES
      AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE
      ACT OF 1934, AS AMENDED.

                


        

      

      


    

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    CONTENTS

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	
                                                  1.

                                                	
                                                  LMT
      Technology

                                                	
                                                  1

                                                
	 	 	 
	
                                                  2.

                                                	
                                                  Transaction
      Approvals

                                                	
                                                  5

                                                
	 	 	 
	
                                                  3.

                                                	
                                                  LMT-SPE
      Formation

                                                	
                                                  6

                                                
	 	 	 
	
                                                  4.

                                                	
                                                  LMT
      Technology Transfers to LMT-SPE

                                                	
                                                  7

                                                
	 	 	 
	
                                                  5.

                                                	
                                                  LMT
      Patent Prosecution

                                                	
                                                  9

                                                
	 	 	 
	
                                                  6.

                                                	
                                                  LMT-SPE
      Existence and Separateness

                                                	
                                                  13

                                                
	 	 	 
	
                                                  7.

                                                	
                                                  Due
      Diligence

                                                	
                                                  16

                                                
	 	 	 
	
                                                  8.

                                                	
                                                  LMT
      Indebtedness and Liens

                                                	
                                                  17

                                                
	 	 	 
	
                                                  9.

                                                	
                                                  LMT-SPE
      Licenses

                                                	
                                                  18

                                                
	 	 	 
	
                                                  10.

                                                	
                                                  Covenant
      Not to Compete

                                                	
                                                  21

                                                
	 	 	 
	
                                                  11.

                                                	
                                                  Confidentiality

                                                	
                                                  23

                                                
	 	 	 
	
                                                  12.

                                                	
                                                  Independent
      Contractor

                                                	
                                                  24

                                                
	 	 	 
	
                                                  13.

                                                	
                                                  Indemnification

                                                	
                                                  24

                                                
	 	 	 
	
                                                  14.

                                                	
                                                  Term,
      Termination and Suspension of Performance

                                                	
                                                  25

                                                
	 	 	 
	
                                                  15.

                                                	
                                                  Guaranty

                                                	
                                                  27

                                                
	 	 	 
	
                                                  16.

                                                	
                                                  Miscellaneous

                                                	
                                                  29

                                                


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        	 	
                Annex
      1:

              	
                Permitted
      Liens

              
	 	
                Annex
      2:

              	
                Approvals

              
	 	
                Annex
      3:

              	
                LMC
      Assignment Agreement

              
	 	
                Annex
      4:

              	
                LMT
      Contribution Agreement

              
	 	
                Annex
      5:

              	
                Form
      of Payoff Letter

              
	 	
                Annex
      6:

              	
                Apple
      License

              
	 	
                Annex
      7:

              	
                LMT
      License

              
	 	
                Annex
      8:

              	
                LMC
      License

              
	 	
                Annex
      9:

              	
                Technology
      Development Agreement

              
	 	
                Annex
      10:

              	
                LMT
      Security Agreement

              
	 	
                Annex
      11:

              	
                LMT-SPE
      Security Agreement

              
	 	
                Annex
      12:

              	
                Form
      of Release

              
	 	
                Annex
      13:

              	
                Patent
      Counsel Engagement Letter

              
	 	
                Annex
      14:

              	
                Due
      Diligence Checklist

              
	 	
                Annex
      15:

              	
                List
      of Excluded LMC Patents and
Trademarks

              


      

    

     

    
      
         


      

      
        i

        
          

        

      

      
         


      

    

    


    CERTAIN
DEFINITIONS

    


    
      
        
          
            
              
                	
                        Agreement

                      	
                        Introduction

                      
	
                        Apple

                      	
                        Introduction

                      
	
                        Apple
      License Agreement

                      	
                        9(a)

                      
	
                        Apple-Related
      Entities

                      	
                        9(f)

                      
	
                        Approval

                      	
                        2(b)(iii)

                      
	
                        business
      enterprise

                      	
                        6(j)

                      
	
                        Caltech

                      	
                        1(e)

                      
	
                        Caltech
      License

                      	
                        1(e)

                      
	
                        Capture
      Period

                      	
                        1(a)(iv)

                      
	
                        Closing
      Date

                      	
                        1(a)(i)

                      
	
                        Consumer
      Electronic Products

                      	
                        10(a)

                      
	
                        Due
      Diligence Checklist

                      	
                        7(a)

                      
	
                        Guaranty

                      	
                        15(b)

                      
	
                        indemnified
      party

                      	
                        13(a)

                      
	
                        Intellectual
      Property

                      	
                        1(a)(ii)

                      
	
                        Intellectual
      Property Rights

                      	
                        1(a)(iii)

                      
	
                        Lien

                      	
                        1(b)(i)

                      
	
                        LMC

                      	
                        Introduction

                      
	
                        LMC
      License Agreement

                      	
                        9(c)

                      
	
                        LMT

                      	
                        Introduction

                      
	
                        LMT
      Controlled Patents/Applications

                      	
                        5(h)

                      
	
                        LMT
      Fundamental Breach

                      	
                        14(e)

                      
	
                        LMT
      License Agreement

                      	
                        9(c)

                      
	
                        LMT-SPE
      Fundamental Breach

                      	
                        14(f)

                      
	
                        LMT-Subs

                      	
                        15(a)

                      
	
                        LMT
      Technology

                      	
                        1(a)(i)

                      
	
                        Patent
      Counsel

                      	
                        5(c)

                      
	
                        Prosecution
      and Maintenance Costs

                      	
                        5(b)

                      
	
                        Transaction
      Documents

                      	
                        1(b)(viii)

                      


              

            

          

        

      

    

     

    
      
         


      

      
        ii

        
          

        

      

      
         


      

    

    


    MASTER
TRANSACTION AGREEMENT

     

    This
MASTER TRANSACTION AGREEMENT
(this “Agreement”) is made
effective as of August 5, 2010, by and between Apple Inc., a California
corporation having its principal place of business at 1 Infinite Loop,
Cupertino, California 95014 (“Apple”), Liquidmetal Technologies,
Inc., a Delaware corporation having its principal place of business at 30452
Esperanza, Rancho Santa Margarita, California 92688 (“LMT”), Liquidmetal Coatings, LLC, a
Delaware limited liability company having its principal place of business at 900
Rockmead Drive, Suite 240, Kingwood, Texas 77339 (“LMC”), and Crucible
Intellectual Property, LLC, a Delaware limited liability company having its
principal place of business at 31441 Santa Margarita Pkwy., Suite A #247, Rancho
Santa Margarita, CA 92688 (“LMT-SPE”).

     

    
      	
              1.

            	
              LMT
      Technology.

            


    

     

    
      	 	
              (a)

            	
              For
      purposes of this Agreement:

            


    

     

    
      	
               
      

            	
              (i)

            	
              “LMT Technology” shall mean any and all
      Intellectual Property and Intellectual Property Rights that, at any time
      during the Capture Period, are: (a) owned or licensed (including, without
      limitation, sub-licensed) by LMT or LMC, or that LMT or LMC have a right
      to use; or (b) owned or licensed (including without limitation
      sub-licensed) by LMT-SPE, or that LMT-SPE has a right to use, after being
      transferred to LMT-SPE by LMT or LMC. For the avoidance of doubt, any
      Intellectual Property Rights related to or arising from Intellectual
      Property first created, conceived, invented, or discovered before the end
      of the Capture Period shall be deemed to be within the definition of LMT
      Technology. Thus, for example, a patent application or copyright
      application filed, or any patent issued or copyright registration issued,
      more than five years after the Closing Date, but that is related to an
      invention conceived or work created within eighteen (18) months of the
      Closing date shall be deemed within the definition of LMT Technology. For
      purposes of clarification, however, improvements or derivatives of LMT
      Technology first created, conceived, invented, or discovered after the
      Capture Period shall not be “LMT Technology” notwithstanding the fact that
      such improvements or derivatives are derived from, improve, or otherwise
      relate to LMT Teclnology. The LMC patents and all LMC trademarks
      identified in Annex 15 hereto are excluded from “LMT Technology.” “Closing
      Date” shall mean the date of the license granted to Apple pursuant to
      Section 9(a).

            


    


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

     

    
      CONFIDENTIAL

    

      

    
      	
               
      

            	
              (ii)

            	
              “Intellectual
      Property”
      shall mean and includes, but is not limited to, all algorithms,
      alloys, application program interfaces, compositions, customer lists,
      databases, schemata, equipment design, design documents and analyses,
      diagrams, documentation, drawings, formulae, discoveries and inventions
      (whether or not patentable), know-how, literary works, copyrightable
      works, works of authorship, manufacturing processes, mask works, logos,
      marks (including names, logos, slogans, and trade dress), methods,
      methodologies, architectures, processes, program listings, programming
      tools, proprietary information, protocols, schematics, specifications,
      software, software code (in any form including source code and executable
      or object code), subroutines, user interfaces, techniques, uniform
      resource locators, web sites, and all other forms and types of technology
      (whether or not embodied in any tangible form and including all tangible
      embodiments of the foregoing such as compilations of information,
      instruction manuals, notebooks, prototypes, reports, samples, studies, and
      summaries).

            


    

     

    
      	
            	
              (iii)

            	
              “Intellectual Property Rights” shall mean and includes,
      but
      is not limited to, all past, present, and future rights of the following
      types, which may exist or be created under the laws of any jurisdiction in
      the world: (a) rights associated with works of authorship, including
      exclusive exploitation rights, copyrights, moral rights, and mask works;
      (b) trademark and trade name rights and similar rights; (c) trade dress
      rights; (d) trade secret rights; (e) patents and industrial property
      rights; (f) other proprietary rights in Intellectual Property of every
      kind and nature; and (g) all registrations, renewals, extensions,
      combinations, divisions, continuations, continuations in part,
      reexamination certificates, or reissues of, and applications for, any of
      the rights referred to in clauses (a) through (f)
  above.

            


    

     

    
      	
            	
              (iv)

            	
              “Capture Period” shall mean the period
      commencing on
      the Closing Date and ending on the eighteen month anniversary of the
      Closing Date.

            


    

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    
      CONFIDENTIAL

        

    

    
      	
               
      

            	
              (b)

            	
              LMT
      represents and warrants to Apple with respect to the portion of the LMT
      Technology existing as of the date of this
  Agreement:

            


    

     

    
      	
               
      

            	
              (i)

            	
              Each
      of LMT and LMC has, immediately prior to its transfer, in the case of LMC,
      to LMT and, in the case of LMT, to LMT-SPE, good title to the portion of
      the LMT Technology which it purports to own and valid licenses and
      sublicenses to the portion of the LMT Technology which it purports to
      license and sublicense, in each case, free of Liens except for the Liens
      listed in Annex 1 and Liens that will be released and terminated on the
      Closing Date as a result of the transactions contemplated by this
      Agreement. A “Lien” is any security interest,
      mortgage, pledge, hypothecation, assignment, deposit arrangement,
      encumbrance, bailment, conditional sales or title retention agreement,
      lien (statutory or otherwise), charge against or interest in property, in
      each case of any kind, to secure payment of a debt or performance of an
      obligation.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              All
      licenses and sublicenses included in the LMT Technology permit the grant
      of the licenses, sublicenses and sub-sublicenses contemplated in the grant
      of the licenses that will be executed and delivered pursuant to Section 9
      of this Agreement.

            


    

     

    
      	
               
      

            	
              (iii)

            	
              Neither
      LMT nor LMC is in breach of, nor is there any default under, any license
      or sublicense included in the LMT Technology under which LMT or LMC is a
      licensee or sublicensee; nor has any licensor or sublicensor asserted any
      breach or default thereunder.

            


    

     

    
      	
               
      

            	
              (iv)

            	
              The
      LMT Technology has not been specifically asserted against any third party,
      in a licensing or other context, in a manner in which the third party
      (A) has been accused of infringing or misappropriating the LMT Technology
      or (B) has standing to bring a declaratory judgment
  action.

            


    

     

    
      	
               
      

            	
              (v)

            	
              The
      LMT Technology has not been, and is not, the subject of any threatened,
      pending or past litigation, reexamination, reissue or interference
      proceeding, or other interested parties legal proceeding before any
      tribunal of competent jurisdiction.

            


    

     

    
      	
               
      

            	
              (vi)

            	
              There
      is no pending or, to the knowledge of LMT and LMC, any threatened claim
      that the use of the LMT Technology infringes any third party Intellectual
      Property Rights and, to the knowledge of LMT and LMC, there is no basis
      for any such claim.

            


    

     

    
      	
               
      

            	
              (vii)

            	
              There
      is no patent claim in the LMT Technology that has been found to be invalid
      or unenforceable, in whole or in part, for any reason, in any
      administrative, arbitration or judicial proceeding before a tribunal of
      competent jurisdiction, and LMT and LMC have not received notice from any
      third party threatening the filing of any such
  proceeding.

            


    

     

    
      	
               
      

            	
              (viii)

            	
              No
      litigation or other proceeding has been initiated or, to LMT’s knowledge,
      threatened against any of the LMT Technology, LMT or LMC or either the
      transactions contemplated under this Agreement or the agreements that are
      contemplated to be executed and delivered by such parties pursuant to
      Section 9 (collectively, the “Transaction
      Documents” or by Apple in
      connection with such transactions.

            


    

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    
      CONFIDENTIAL

    

     

    
      	
            	
              (ix)

            	
              The
      LMT Technology is not subject to any express or implied licensing
      obligations of a standards body or patent
pool.

            


    

     

    
      	
            	
              (x)

            	
              LMT
      and LMC have not contributed computer code patented in the LMT Technology
      to an open source computer program or otherwise made any contributed
      computer code patented in the LMT Technology subject to the obligations of
      an copyright license for computer software that makes the source code
      available under terms that allow for modification and redistribution
      without having to pay the original
author.

            


    

     

    
      	
            	
              (xi)

            	
              All
      patent applications for the LMT Technology were, have been, and continue
      to be duly maintained in accordance with the requirements of the United
      States Patent and Trademark Office and any foreign patent offices,
      including but not limited to the payment of all maintenance fees,
      annuities and other payments owed.

            


    

     

    
      	
            	
              (c)

            	
              The
      representations made in Section 1(b) will be repeated as of the Closing
      Date (if different from the date of this
  Agreement).

            


    

     

    
      	
            	
              (d)

            	
              At
      all times during the term of this Agreement, LMT and LMT-SPE, as
      applicable, shall notify Apple as soon as possible and in any event within
      ten (10) days after LMT or LMT-SPE knows, or has reason to know, of any of
      the events described below:

            


    

     

    
      	
            	
              (i)

            	
              That
      LMC or LMT has any claim, or any of their respective sublicensees has
      notified or otherwise advised LMT or LMC that it may have a claim, that it
      reasonably anticipates it may or intends to assert under the LMT
      Technology against any third party, in a licensing or other context, in a
      manner in which the third party (A) would be accused of infringing or
      misappropriating the LMT Technology or (B) would have standing to bring a
      declaratory judgment action.

            


    

     

    
      	
            	
              (ii)

            	
              The
      LMT Technology shall be the subject of any threatened litigation,
      reexamination, reissue or interference proceeding, or other interested
      parties legal proceeding before any tribunal of competent
      jurisdiction.

            


    

     

    
      	
            	
              (iii)

            	
              Any
      claim that use of the LMT Technology infringes any third party
      Intellectual Property Rights shall be threatened or
    asserted.

            


    

     

    
      	
            	
              (iv)

            	
              Any
      patent claim in the LMT Technology shall be found to be invalid or
      unenforceable, in whole or in part, for any reason, in any administrative,
      arbitration, or judicial proceeding before a tribunal of competent
      jurisdiction.

            


    

     

    
      	
            	
              (v)

            	
              Any
      litigation or other proceeding shall have been initiated or threatened
      against any of the LMT Technology, LMT, LMT-SPE or LMC or the transactions
      contemplated under Transaction Documents or Apple in connection with such
      transactions.

            


    

    


    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

     

    
      CONFIDENTIAL

    

     

    
      	
            	
              (e)

            	
              LMT
      confirms that Apple has been authorized to have direct communications,
      conversations and discussions with California Institute of Technology
      (“Caltech”) and its employees for the
      purpose of investigating the validity, utility and value of the Amended
      and Restated License Agreement dated as of September 1, 2001 (“Caltech License”)
      between Caltech, as licensor, and LMT, as licensee, and the
      continued enforceability of the Caltech License against
      Caltech.

            


    

     

    
      
        	
                2.

              	
                Transaction
      Approvals.

              


      

    

     

    
      	
            	
              (a)

            	
              Concurrently
      with its execution and delivery of this Agreement to Apple, each of LMT
      and LMC shall deliver to Apple a certificate of its secretary or managing
      member, certifying (i) its certificate of incorporation or formation, as
      applicable, (ii) its bylaws or operating agreement, as applicable, (iii)
      resolutions adopted by its directors or managing member, as applicable,
      and (iv) the incumbency of the officers who have executed this Agreement
      and are authorized to execute the other Transaction Documents to which it
      will be a party, all in form and substance satisfactory to
      Apple.

            


    

     

    
      	
            	
              (b)

            	
              LMT
      and LMC each represents and warrants to Apple (provided that LMC shall not
      be liable for any breach of the following representations and warranties
      by LMT):

            


    

     

    
      	
            	
              (i)

            	
              It
      is duly incorporated or formed, validly existing and in good standing in
      its state of formation and qualified and licensed to do business in, and
      in good standing in, any state in which the conduct of its business or its
      ownership of property requires that it be
  qualified.

            


    

     

    
      	
            	
              (ii)

            	
              The
      execution, delivery and performance of Transaction Documents have been
      duly authorized, and do not conflict with its certificate of incorporation
      or formation, bylaws, and operating agreement, nor constitute an event of
      default under any agreement by which it is
  bound.

            


    

     

    
      	
            	
              (iii)

            	
              No
      authorization, consent, approval, license, lease, ruling, permit,
      certification, exemption, filing for registration by or with any federal,
      regional, state, local or regulatory or administrative authority or other
      person (“Approval”) is
      required for its execution and delivery of this Agreement, which Approval
      has not been obtained and a copy of which has been provided to Apple; and
      such Approvals are in full force and
effect;

            


    

     

    
      	
            	
              (iv)

            	
              No
      Approval is required for the execution and delivery of the other
      Transaction Documents, and the performance by each of LMT and LMC of their
      obligations under this Agreement and under the Transaction Documents,
      except for the Approvals listed on Annex 2 which have been obtained and
      are in full force and effect.

            


    

    


    
      
        
           


        

        
          5

          
            

          

        

        
           


        

      

    

     

    
      CONFIDENTIAL

    

     

    
      	
            	
              (v)

            	
              It
      has duly executed and delivered this Agreement and, when it has executed
      and delivered the other Transaction Documents to which it is a party, such
      Transaction Documents. Each Transaction Document to which it is a party
      constitutes or, when executed and delivered, will constitute the legal,
      valid and binding obligations of such party enforceable in accordance with
      its respective terms, except as the enforceability hereof or thereof may
      be limited by (a) bankruptcy, insolvency, reorganization, or other similar
      laws affecting the enforcement of creditors’ rights generally and (b)
      general equitable principles (whether considered in a proceeding in equity
      or at law).

            


    

     

    
      	
            	
              (c)

            	
              The
      representations made in Section 2(b) will be repeated as of the Closing
      Date (if different from the date of this
  Agreement).

            


    

     

    
      	
            	
              (d)

            	
              On
      or before the Closing Date, LMT shall obtain or shall have obtained and
      delivered to Apple a copy of each Approval listed on Annex
    2.

            


    

     

    
      	
            	
              (e)

            	
              On
      or prior to the Closing Date, LMT shall deliver or shall have delivered to
      Apple an opinion of special Delaware counsel to the effect that the
      approval of LMT’s shareholders is not required for the execution and
      delivery, and the performance of the obligations under, the Transaction
      Documents by LMT, LMC or LMT-SPE, such opinion to be based on assumptions
      provided by Apple and to be otherwise in form and substance satisfactory
      to Apple.

            


    

     

    
      	
              3.

            	
              LMT-SPE
      Formation.

            


    

     

    
      	
            	
              (a)

            	
              On
      or before the Closing Date, LMT-SPE shall deliver or shall have delivered
      to Apple a certificate of its secretary, certifying the (i) certificate of
      formation of LMT-SPE, (ii) the limited liability company agreement of
      LMT-SPE, (iii) resolutions adopted by the directors of LMT-SPE resolving
      that it is in the best interests of LMT-SPE to execute and deliver such
      agreements, to perform the obligations and consummate the transactions
      contemplated herein, approving all agreements to which LMT-SPE shall
      become a party pursuant to this Agreement, and authorizing its officers to
      execute and deliver such agreements, to perform the obligations and
      consummate the transactions contemplated therein, and (iv) the incumbency
      of the officers of LMT-SPE who have executed this Agreement and are
      authorized to execute the other Transaction Documents to which it will be
      a party, all in form and substance satisfactory to
  Apple.

            


    

     

    
      	
            	
              (b)

            	
              LMT-SPE
      represents and warrants to Apple on the date of this
      Agreement:

            


    

     

    
      	
            	
              (i)

            	
              It
      has been duly incorporated and is validly existing and in good standing in
      its state of formation and qualified and licensed to do business in, and
      in good standing in, any state in which the conduct of its business or its
      ownership of property requires that it be
  qualified.

            


    

     

    
      	
            	
              (ii)

            	
              The
      execution, delivery and performance of Transaction Documents to which it
      will be a party have been duly authorized, and do not conflict with LMT’s,
      LMC’s or its certificate of incorporation or formation, bylaws, and
      operating agreement, nor constitute an event of default under any
      agreement by which LMT, LMC or it is
bound.

            


    

    


    
      
        
           


        

        
          6

          
            

          

        

        
           


        

      

    

     

    
      CONFIDENTIAL

    

     

    
      	
            	
              (iii)

            	
              No
      Approval is required for (A) its execution and delivery of this Agreement,
      and (B) its execution and delivery of the other Transaction Documents and
      its performance of its obligations hereunder and thereunder, except for
      the Approvals listed on Annex 2 which have been obtained and are in full
      force and effect.

            


    

     

    
      	
            	
              (iv)

            	
              It
      has duly executed and delivered this Agreement and, when it has executed
      and delivered the other Transaction Documents to which it will be a party,
      such Transaction Documents. Each Transaction Document to which it is a
      party constitutes or, when executed and delivered, will constitute the
      legal, valid and binding obligations of such party enforceable in
      accordance with its respective terms, except as the enforceability hereof
      or thereof may be limited by (a) bankruptcy, insolvency, reorganization,
      or other similar laws affecting the enforcement of creditors’ rights
      generally and (b) general equitable principles (whether considered in a
      proceeding in equity or at law).

            


    

     

    
      	
            	
              (v)

            	
              Each
      of the representations and warranties in Section 1(b) is true and correct,
      except that the references to LMT and LMC therein shall be deemed to be
      references to LMT-SPE, mutatis
      mutandis.

            


    

     

    
      
        	
              	
                (c)

              	
                The
      representations made in Section 3(b) will be repeated as of the Closing
      Date (if different from the date of this
  Agreement).

              


      

    

     

    
      
        	
                4.

              	
                LMT
      Technology Transfers to
LMT-SPE.

              


      

    

     

    
      	
            	
              (a)

            	
              On
      the Closing Date, LMC shall, pursuant to an assignment in the form of
      Annex 3, absolutely and unconditionally assign to LMT, and LMT shall
      accept from LMC, all of LMC’s right, title and interest in and to the LMT
      Technology that LMC shall own at that time and that it might subsequently
      develop or acquire during the Capture Period. Notwithstanding the
      foregoing, LMC shall not be required to transfer to LMT the rights granted
      back to LMC under the LMC License or the Amended and Restated License and
      Technical Services Agreement of even date herewith between LMT and
      LMC.

            


    

     

    
      	
            	
              (b)

            	
              On
      the Closing Date and after giving effect to the assignment set forth in
      Section 4(a) above, LMT shall, pursuant to an assignment in the form of
      Annex 4, absolutely and unconditionally assign to LMT-SPE, and LMT-SPE
      shall accept from LMT, all of LMT’s right, title and interest in and to
      the LMT Technology that LMT shall own at that time and that it might
      subsequently develop or acquire during the Capture Period. Notwithstanding
      the foregoing, LMT shall not be required to transfer to LMT-SPE the rights
      granted back to LMT under the LMT License or the Amended and Restated
      License and Technical Services Agreement of even date herewith between LMT
      and LMC.

            


    

    


    
      
        
           


        

        
          7

          
            

          

        

        
           


        

      

    

     

    
      CONFIDENTIAL

    

     

    
      	
            	
              (c)

            	
              LMT
      and LMC shall cause each employee who contributes or will contribute to
      the development of LMT Technology to execute and deliver to LMT-SPE an
      assignment agreement, in form and substance satisfactory to Apple, that
      recites that all LMT Technology the employees creates, conceives of and
      invents prior to and during the Capture Period shall be assigned to
      LMT-SPE. LMT shall deliver copies of such assignment agreements to Apple
      on the Closing Date.

            


    

     

    
      	
            	
              (d)

            	
              No
      later than the fifteenth (15th)
      day of each month until the end of the Capture Period, LMT shall deliver
      to Apple a written report, in form and substance satisfactory to Apple,
      describing in reasonable detail each the work of research and development
      project and each new Intellectual Property Right that has been created or
      acquired, whether as owner, licensee, sublicensee or otherwise, and
      whether or not registered or an application for registration has been
      made.

            


    

     

    
      	
            	
              (e)

            	
              Following
      the transfer made pursuant to Section 4(b), LMT shall make all necessary
      or appropriate filings with respect to the LMT Technology transferred to
      LMT-SPE to ensure that all Intellectual Property and Intellectual Property
      Rights included in such LMT Technology that are to be registered with the
      applicable governmental or other registration authority have been so
      registered.

            


    

     

    
      	
            	
              (f)

            	
              Until
      the end of the Capture Period, LMT shall, and shall cause each of its
      subsidiaries to, maintain records documenting the activities and work
      initiated, completed and otherwise performed and all written and
      electronic communications by its employees with respect to each of its
      research and development projects and each new Intellectual Property Right
      that has been created or acquired, whether as owner, licensee, sublicensee
      or otherwise, and whether or not registered or an application for
      registration has been made, for a period of not less than three years
      after the year in which such activities, work and communications
      occurred.

            


    

     

    
      	
            	
              (g)

            	
              Apple
      may, by notice to LMT, request the audit of the books and records of LMT
      and its subsidiaries with respect to all aspects relating to Apple’s
      exercise of its rights, powers and privileges, the performance by LMT and
      its subsidiaries of its and their obligations and the discharge by them of
      their liabilities under the Transaction Documents. Following its receipt
      of such notice, LMT shall, as determined by Apple, provide copies to Apple
      or make available to Apple or any representatives designated by it to
      conduct such audit, all books and records which Apple shall determine are
      relevant to the scope of the audit.

            


    

     

    
      	
            	
              (h)

            	
              Prior
      to LMT, LMC or any of their respective sublicensees asserting any claim
      against a third party under the LMT Technology or upon request by Apple
      (which may be made from time to time), LMT or LMC, or both, shall (i) meet
      with and give Apple an opportunity to provide guidance and comments, as
      Apple deems appropriate, concerning any claim LMC, LMT or any of their
      respective sublicensees may be able to assert against third parties under
      the LMT Technology, including, without limitation, any strategy or tactics
      any such claimant may be contemplating pursuing to press such claims; and
      (ii) not unreasonably ignore, disregard or otherwise reject Apple’s
      guidance and comments and shall, as appropriate, modify relevant aspects
      of such claims, including the anticipated legal strategy and tactics,
      consistent with such guidance or comments unless there is a reasonable
      basis for it or them not to do so. The obligations imposed by this Section
      4(h) shall be in addition to the obligation to give notice set forth in
      Section 1(d).

            


    

    


    
      
        
           


        

        
          8

          
            

          

        

        
           


        

      

    

     

    
      CONFIDENTIAL

    

     

    
      	
              5.

            	
              LMT-SPE
      Patent Prosecution.

            


    

     

    
      
        	
              	
                (a)

              	
                Apple
      shall have the sole and exclusive right, in the United States and other
      jurisdictions around the world, to control patent prosecution for
      inventions, current and future patent applications and patents included
      within the LMT Technology. Patent prosecution activities include, without
      limitation:

              


      

    

     

    
      	
            	
              (i)

            	
              soliciting
      and receiving invention disclosures from inventors, including employees
      and contractors of LMT and LMC;

            


    

     

    
      	
            	
              (ii)

            	
              determining
      whether to file a patent application based on the invention
      disclosure;

            


    

     

    
      	
            	
              (iii)

            	
              determining
      whether to maintain as a trade secret, instead of filing a patent
      application, any invention, technical know-how or other information
      contained in an invention
disclosure;

            


    

     

    
      	
            	
              (iv)

            	
              preparing
      a patent application based on the invention
  disclosure;

            


    

     

    
      	
            	
              (v)

            	
              determining
      the type and scope of patent applications that should be filed,
      determining the jurisdictions in which the patent applications should be
      filed and determining the timing of filing of such patent
      applications;

            


    

     

    
      	
            	
              (vi)

            	
              determining
      whether and when to file one or more additional patent applications
      worldwide based on the filed patent application including, without
      limitation, determining whether to file an international application under
      the Patent Cooperation Treaty (including designation decisions), a
      regional application (e.g., in the European Patent Office, including all
      validation decisions), and/or directly in any national patent
      office;

            


    

     

    
      	
            	
              (vii)

            	
              providing
      support and assistance to selected patent counsel to prepare and file
      foreign patent applications;

            


    

    


    
      
        
           


        

        
          9

          
            

          

        

        
           


        

      

    

     

    
      CONFIDENTIAL

    

     

    
      	
            	
              (viii)

            	
              determining
      whether and how to respond to informality rejections (e.g., Notices to
      File Missing Parts) received from the United States Patent and Trademark
      Office and other patent offices;

            


    

     

    
      	
            	
              (ix)

            	
              responding
      to informality rejections;

            


    

     

    
      	
            	
              (x)

            	
              determining
      whether and how to respond to substantive communications (e.g., office
      actions) received from the United States Patent and Trademark Office and
      other patent offices;

            


    

     

    
      	
            	
              (xi)

            	
              responding
      to substantive patent office
communications;

            


    

     

    
      	
            	
              (xii)

            	
              communicating
      with LMT or LMC personnel for assistance regarding substantive patent
      office communications;

            


    

     

    
      	
            	
              (xiii)

            	
              determining
      whether to abandon patent
applications;

            


    

     

    
      	
            	
              (xiv)

            	
              subject
      to Section 5(b) below, determining whether and when to pay publication,
      issue, grant, recordation, and registration fees, including, without
      limitation, when patent applications are published, accepted, granted, or
      otherwise allowed;

            


    

     

    
      	
            	
              (xv)

            	
              subject
      to Section 5(b) below, paying publication, issue, grant, recordation, and
      registration fees;

            


    

     

    
      	
            	
              (xvi)

            	
              submitting
      prior art known by inventors and reported to Apple to the United States
      Patent and Trademark Office and foreign patent offices according to the
      requirements of the patent offices;

            


    

     

    
      	
            	
              (xvii)

            	
              determining
      whether and when to file divisional, continuation, continuation-in-part,
      reexamination, and/or reissue patent applications based on pending patent
      applications and issued patents;

            


    

     

    
      	
            	
              (xviii)

            	
              responding
      to patent office communications in all patent office proceedings in all
      jurisdictions, including without limitation, examination, reexamination,
      reissue, and opposition
proceedings;

            


    

     

    
      	
            	
              (xix)

            	
              communicating
      with LMT or LMC personnel for assistance regarding patent office
      communications in all patent office proceedings in all jurisdictions,
      including without limitation, examination, reexamination, reissue, and
      opposition proceedings

            


    

    


    
      
        
           


        

        
          10

          
            

          

        

        
           


        

      

    

     

    
      CONFIDENTIAL

    

     

    
      	
            	
              (xx)

            	
              determining
      whether to respond to patent office communications relating to any patent
      under examination, reexamination, reissue, and opposition
      proceedings;

            


    

     

    
      	
            	
              (xxi)

            	
              determining
      whether and when to abandon applications under examination, reexamination,
      reissue or opposition proceedings;

            


    

     

    
      	
            	
              (xxii)

            	
              determining
      whether to pay annuity fees for foreign filed patent applications and
      foreign patents;

            


    

     

    
      	
            	
              (xxiii)

            	
              subject
      to Section 5(b) below, paying annuity fees for foreign filed patent
      applications and foreign patents;

            


    

     

    
      	
            	
              (xxiv)

            	
              determining
      whether and when to pay maintenance fees for United States
      patents;

            


    

     

    
      	
            	
              (xxv)

            	
              subject
      to Section 5(b) below, paying maintenance fees for United States patents;
      and

            


    

     

    
      	
            	
              (xxvi)

            	
              determining
      whether to file requests for certificates of corrections or other
      corrective measures for issued patents in the United States and
      abroad.

            


    

     

    
      	
            	
              (b)

            	
              Apple
      shall bear the cost of all patent prosecution and maintenance for
      inventions, current and future patent applications and patents included
      within the LMT Technology, including, without limitation, patent counsel
      legal fees and patent office fees and maintenance and annuity fees
      (collectively “Prosecution and Maintenance Costs”), provided,
      however, that that Apple shall not be responsible for any Prosecution and
      Maintenance Fees for patentable inventions as to which Apple has elected
      not to prosecute pursuant to Section 5(e) or patents or patent
      applications as to which Apple has elected not to maintain pursuant to
      Section 5(e), provided that Apple shall have first provided no less than
      thirty (30) days’ prior written notice of such election to
      LMT-SPE.

            


    

     

    
      	
            	
              (c)

            	
              LMT-SPE
      agrees to utilize legal counsel identified by Apple and approved by
      LMT-SPE (“Patent Counsel”), such approval not to
      be unreasonably withheld, for patent prosecution of inventions, current
      and future patent applications and patents within the LMT Technology to
      which LMT-SPE has decided to exercise under Section 5(d). Patent Counsel
      will sign and execute an engagement letter in the form of Annex 13, with
      appropriate conflict wavers, identifying that Patent Counsel represents
      both Apple and LMT-SPE.

            


    

    


    
      
        
           


        

        
          11

          
            

          

        

        
           


        

      

    

     

    
      CONFIDENTIAL

    

     

    
      	
            	
              (d)

            	
              LMT-SPE
      and Apple agree that Patent Counsel shall be instructed to prepare and
      send to Apple and LMT-SPE a quarterly patent prosecution report that will
      include such matters as each of Apple and LMT-SPE shall direct and shall
      include, without limitation: (i) information identifying invention
      disclosures on which Apple has decided not to file patent applications,
      such inventions to be treated as trade secrets, and to file patent
      applications; (ii) jurisdictions where Apple has decided to file patent
      applications; (iii) which patent applications Apple has decided to let go
      abandoned; (iv) any continuations, continuation-in-parts, or divisional
      applications Apple has decided to file, and (v) what fees, (including
      without limitation, issue fees, publication fees, maintenance fees, grant
      fees and annuity fees), Apple intends to pay. Apple shall attempt to
      arrange a meeting with LMT-SPE or its representatives in person or
      telephonically, at least once each calendar quarter to review the most
      recent quarterly report.

            


    

     

    
      	
            	
              (e)

            	
              If
      with respect to a patentable invention (x) Apple has decided not to
      prosecute the application for a patent thereof and not to require that
      such invention be treated as a trade secret or (y) Apple has decided to
      prosecute the application for a patent thereof but not in all
      jurisdictions in which an application for a filing or registration may be
      made, as disclosed to LMT-SPE in a quarterly report or by Apple at its
      quarterly meeting with LMT-SPE, LMT-SPE may, at its sole cost and expense,
      (i) file a patent application on a submitted invention disclosure
      described in clause (x); (ii) file foreign patent applications in
      jurisdictions not selected to be pursued by Apple or file a Patent
      Cooperation Treaty application for an invention described in clause (y);
      (iii) take over patent prosecution of any patent application that Apple
      has determined is to be abandoned; (iv) file a continuation, divisional or
      continuation-in-part application based on a pending patent application if
      Apple determines not to file the continuation, divisional or
      continuation-in-part application; (v) pay an annuity fee for a foreign
      patent application if Apple has determined not to pay the annuity fee; and
      (vi) pay a maintenance fee for a United States patent or a foreign patent
      for an invention if Apple has determined not to pay the maintenance fee.
      In connection with any patent application as to which Apple has decided
      not to prosecute, LMT-SPE shall retain intellectual property counsel
      reasonably acceptable to Apple

            


    

     

    
      	
            	
              (f)

            	
              Patent
      Counsel shall be instructed by LMT-SPE to set up a joint customer number
      in the United States Patent Office for Apple and LMT-SPE to allow Apple
      and LMT- SPE to monitor prosecution activities for all patent applications
      within the United States.

            


    

     

    
      	
            	
              (g)

            	
              With
      respect with patent preparation, patent prosecution, and patent
      maintenance related activities recited in Section 5(a), Apple shall have
      no responsibility, no liability, nor any further obligation to LMT, LMC or
      LMT-SPE beyond those specifically provided for
  herein.

            


    

    


    
      
        
           


        

        
          12

          
            

          

        

        
           


        

      

    

     

    
      CONFIDENTIAL

    

     

    
      	
            	
              (h)

            	
              Should
      LMT-SPE decide to exercise any of the rights recited in Section 5(e) and
      take control over specific applications or patents (collectively, the
      “LMT Controlled
      Patents/Applications”), LMT-SPE shall consult
      with Apple and Patent Counsel, and allow Apple and Patent Counsel to
      comment on, any filing of a patent application, any amendment thereto,
      whether voluntary or involuntary, any “Reply to Office Action,” any
      “Information Disclosure Statement,” or similar filing, participating in an
      interview with a patent examiner with respect to such a patent
      application, or any similar action, in each case before LMT-SPE or its
      counsel shall file such patent application, amendment, or other filing,
      participate in such interview or take such other action. LMT-SPE shall
      instruct Patent Counsel to ensure that with respect to all patent office
      communications in all patent office proceedings in all jurisdictions
      concerning the LMT Controlled
  Patents/Applications:

            


    

     

    
      	
            	
              (i)

            	
              LMT-SPE
      does not take positions in patent office proceedings adverse or
      inconsistent with positions taken by Apple and Patent Counsel,
      and

            


    

     

    
      	
            	
              (ii)

            	
              LMT-SPE
      and Apple conform to patent office rules and regulations regarding
      submission of prior art.

            


    

     

    
      
        	
              	
                (i)

              	
                LMT
      and LMC employees shall provide cooperation and support to Apple (and)
      Patent Counsel to support patent prosecution activities for inventions,
      current and future patent applications and patents included within the LMT
      Technology. This cooperation and support will be provided at no charge to
      Apple. The Patent Counsel has the sole discretion to determine when the
      cooperation and support is necessary to support the patent prosecution
      activities.

              


      

    

     

    
      	
            	
              (j)

            	
              Concurrently
      with its delivery of each monthly report pursuant to Section 4(d), LMT,
      LMC and LMT-SPE each shall execute and deliver to Apple a release, in the
      form of Annex 12, pursuant to which it shall release Apple of all claims
      it may have against Apple that it may have in connection with any loss,
      liability, damage, action, cause of action or any other matter whatsoever
      that may have arisen in relation to the exercise of any right, power or
      privilege or the performance or discharge of any obligation under Section
      5(a).

            


    

     

    
      	
              6.

            	
              LMT-SPE
      Existence and Separateness.

            


    

     

    
      	
            	
              (a)

            	
              LMT-SPE
      shall (i) do or cause to be done all things necessary to preserve and keep
      in full force and effect its corporate existence and its rights and
      franchises; (ii) conduct its business substantially as conducted
      immediately after the transactions contemplated in Sections 4(b) and 9(a)
      and (c) are consummated; (iii) at all times maintain, preserve and protect
      all of its assets and properties used or useful in the conduct of its
      business, including all licenses, permits, charters and registrations; and
      (iv) transact business only in the name of Crucible Intellectual Property,
      Inc.

            


    

     

    
      	
            	
              (b)

            	
              LMT-SPE
      shall not (i) engage in any business other than as provided in its
      certificate of formation, limited liability company agreement and the
      Transaction Documents, (ii) make any change in its capital structure,
      including, without limitation, the issuance of any additional membership
      interests, warrants or other securities convertible into membership
      interests or any revision of the terms of its outstanding membership
      interests, (iii) amend, waive or modify any term or provision of its
      certificate of formation or limited liability company agreement, (iv) make
      any change to its name indicated on the public records of its jurisdiction
      of organization or (v) change its jurisdiction of
      organization.

            


    

    


    
      
        
           


        

        
          13

          
            

          

        

        
           


        

      

    

     

    
      CONFIDENTIAL

    

     

    
      	
            	
              (c)

            	
              LMT-SPE
      shall pay, perform and discharge or cause to be paid, performed and
      discharged promptly all charges and claims payable by it, including (i)
      all federal, state, provincial, county, city, municipal, local, foreign or
      other governmental taxes; (ii) all levies, assessments, charges, or claims
      of any governmental entity or any claims of statutory lienholders, the
      nonpayment of which could give rise by operation of law to a Lien on the
      LMT Technology or any other property of LMT-SPE; and (iii) lawful claims
      for labor, materials, supplies and services or otherwise before any
      thereof shall become past due.

            


    

     

    
      	
            	
              (d)

            	
              LMT-SPE
      shall (i) perform each of its obligations under this Agreement and the
      other agreements to which it is a party and (ii) comply with all federal,
      state and local laws and regulations applicable to it and the LMT
      Technology.

            


    

     

    
      	
            	
              (e)

            	
              LMT-SPE
      shall not sell, transfer, convey, assign or otherwise dispose of, or
      assign any right to receive income in respect of, any of its properties or
      other assets or any of its stock (whether in a public or a private
      offering or otherwise), any LMT Technology or agreement therefore except
      as otherwise expressly permitted by this
  Agreement.

            


    

     

    
      	
            	
              (f)

            	
              LMT-SPE
      shall not create, incur, assume or permit to exist any claim of ownership
      or Lien on or with respect to the LMT Technology or with respect to its
      other properties or assets (whether now owned or hereafter acquired)
      except for the Liens in favor of
Apple.

            


    

     

    
      	
            	
              (g)

            	
              LMT-SPE
      shall not become a party to any agreement, note, indenture or instrument
      other than (i) the assignments described in Sections 4(b) and (c), (ii)
      the licenses described in Sections 9(a) and (c), (iii) any agreements
      necessary to establish a bank account in its own name, and (iv) any new
      agreements or amendments in furtherance of this Agreement or the other
      Transaction Documents.

            


    

     

    
      	
            	
              (h)

            	
              LMT-SPE
      shall not amend, modify or waive any term or provision of the assignments
      described in Section 4(b) or (c) the licenses described in Section 9(c)
      without Apple’s prior written
consent.

            


    

     

    
      	
            	
              (i)

            	
              LMT-SPE
      shall not directly or indirectly, by operation of law or otherwise, (i)
      form or acquire any equity interests in any partnership, joint venture,
      unincorporated organization, trust, association, corporation (including a
      business trust), limited liability company, institution, public benefit
      corporation, joint stock company, or any other entity of whatever nature,
      or (ii) merge with, consolidate with, acquire all or substantially all of
      the assets or capital stock of, or otherwise combine with or acquire, any
      partnership, corporation, limited liability company, or any other entity
      of whatever nature.

            


    

    


    
      
        
           


        

        
          14

          
            

          

        

        
           


        

      

    

     

    
      CONFIDENTIAL

    

     

    
      	
            	
              (j)

            	
              LMT-SPE
      shall not make any investment in, or make or accrue loans or advances of
      money to, any person, corporation, firm, joint venture, partnership,
      limited liability company, association, enterprise, trust or other entity
      or organization (“business enterprise”),
      including, without limitation, any director or officer or employee
      of LMT-SPE, LMT or any direct or indirect subsidiary of LMT, through the
      direct or indirect lending of money, holding of securities or
      otherwise.

            


    

     

    
      	
            	
              (k)

            	
              Except
      as required by U.S. generally accepted accounting principles, LMT, LMC and
      LMT-SPE shall not make statements or disclosures, prepare any financial
      statements or in any other respect account for or treat the transactions
      contemplated by the assignments described in Sections 4(b) and (c)(ii)
      (including for accounting, tax and reporting purposes) in any manner other
      than as an increase in the stated capital of
  LMT-SPE.

            


    

     

    
      	
            	
              (I)

            	
              LMT-SPE
      shall not at any time declare any distributions, repurchase any membership
      interest, return any capital, or make any other payment or distribution of
      cash or other property or assets in respect of LMT-SPE’s membership
      interest, other than from payments received from Apple pursuant to Section
      9(b).

            


    

     

    
      	
            	
              (m)

            	
              LMT-SPE
      shall not create, incur, assume or permit to exist any indebtedness or
      liabilities, except for taxes and trade payables incurred in the ordinary
      course of business.

            


    

     

    
      	
            	
              (n)

            	
              To
      the extent that LMT-SPE has cash, it will maintain its own deposit account
      or accounts, separate from those of LMT and its subsidiaries, with
      commercial banking institutions and ensure that its funds will not be used
      for other than its corporate uses, nor will such funds be commingled with
      the funds of any of LMT and its subsidiaries and vice
    versa.

            


    

     

    
      	
            	
              (o)

            	
              LMT-SPE
      will maintain a separate address from the address of LMT and its
      subsidiaries and vice versa, or to the extent LMT-SPE may have offices in
      the same location as LMT or its Subsidiaries, maintain a fair and
      appropriate allocation of additional, incremental overhead costs among
      them, with each such entity bearing its fair share of such
      expense.

            


    

     

    
      	
            	
              (p)

            	
              LMT-SPE
      will issue separate financial statements prepared not less frequently than
      quarterly and prepared in accordance with generally accepted accounting
      principles, consistently applied (except for the omission of certain
      footnotes and other presentation items required by the generally accepted
      accounting principles, consistently applied, with respect to audited
      financial statements), which financial statements need not be separately
      audited or reviewed by an independent accounting
  firm.

            


    

     

    
      	
            	
              (q)

            	
              LMT-SPE
      will observe all necessary, appropriate and customary company (or
      corporate) formalities, including, but not limited to, holding all regular
      and special members’ and board of directors’ meetings appropriate to
      authorize all limited liability company action, keeping separate and
      accurate minutes of its meetings, passing
      all resolutions or consents necessary to authorize actions taken or to be
      taken, and maintaining accurate and separate books, records and accounts,
      including, but not limited to, payroll and intercompany transaction
      accounts, to the extent
applicable.

            


    

    


    
      
        
           


        

        
          15

          
            

          

        

        
           


        

      

    

     

    
      CONFIDENTIAL

    

     

    
      	
            	
              (r)

            	
              LMT-SPE
      will use its best efforts to refrain from using the stationery of any of
      LMT and its subsidiaries and shall instead make all written communications
      in its own name and vice versa; provided that in the
      event that any affiliate of LMT conducts business on behalf of LMT-SPG,
      such agency relationships shall be fully disclosed to applicable third
      parties when acting in such
capacity.

            


    

     

    
      
        	
              	
                (s)

              	
                LMT-SPE
      will conduct all its business in its own name and use its best efforts to
      avoid the appearance that it is conducting business on behalf of any other
      affiliate of LMT and vice versa, provided that in the
      event that either LMT-SPE, on the other hand, or affiliate of LMT conducts
      business on behalf of any member of the other Group, such agency
      relationship shall be fully disclosed to applicable third parties when
      acting in such capacity.

              


      

    

     

    
      	
              7.

            	
              Due
      Diligence.

            


    

     

    
      	
            	
              (a)

            	
              On
      or prior to the Closing Date, LMT shall provide or shall have provided
      complete and accurate replies to all questions and items requested on the
      due diligence checklist Apple provided LMT and attached hereto as Annex 14
      (“Due Diligence
      Checklist”). Any
      information included in the “Notes” column of the Due Diligence Checklist
      is provided by LMT solely for purposes of convenience and is not deemed to
      be LMT’s exclusive reply or response to the questions and items requested
      on the Due Diligence Checklist.

            


    

     

    
      	
            	
              (b)

            	
              LMT
      hereby represents and warrants to Apple that it has provided all material
      information of a nature or type that would influence the decision of a
      reasonable person that Apple has requested in the Due Diligence Checklist.
      The representation and warranty in this Section 7(b) will be repeated on
      and as of the Closing Date (if different from the date of this
      Agreement).

            


    

     

    
      	
            	
              (c)

            	
              In
      addition to and exclusive of the factual information provided pursuant to
      the Due Diligence Checklist, LMT hereby represents and warrants that all
      factual information taken as a whole furnished by or on behalf of LMT or
      its subsidiaries in writing to Apple for purposes of or in connection with
      this Agreement or the other Transaction Documents and all other such
      factual information taken as a whole heretofore or hereafter furnished by
      or on behalf of LMT or its subsidiaries in writing to Apple, will be, true
      and accurate, in all material respects, on the date as of which such
      information is dated or certified and not incomplete by omitting to state
      any fact necessary to make such information (taken as a whole) not
      misleading in any material respect at such time in light of the
      circumstances under which such information was provided. The
      representation and warranty in this Section 7(c) will be repeated as of
      the Closing Date (if different from the date of this
      Agreement).

            


    

    


    
      
        
           


        

        
          16

          
            

          

        

        
           


        

      

    

     

    
      CONFIDENTIAL

    

     

    
      	
              8.

            	
              LMT
      Indebtedness and Liens.

            


    

     

    
      	
            	
              (a)

            	
              On
      or prior to the Closing Date, LMT and LMC shall identify or shall have
      identified to and shall provide or shall have provided Apple copies of all
      documents evidencing and otherwise relating all of the
      following:

            


    

     

    
      	
            	
              (i)

            	
              all
      indebtedness of LMT and LMC for borrowed money or for the deferred
      purchase price of property or services
payment;

            


    

     

    
      	
            	
              (ii)

            	
              all
      reimbursement and other obligations with respect to letters of credit,
      bankers’ acceptances and surety bonds, whether or not
    matured;

            


    

     

    
      	
            	
              (iii)

            	
              all
      obligations evidenced by notes, bonds, debentures or similar instruments
      and all indebtedness created or arising under any conditional sale or
      other title retention agreement with respect to property acquired by LMT
      and LMC (even though the rights and remedies of the seller or lender under
      such agreement in the event of default are limited to repossession or sale
      of such property);

            


    

     

    
      	
            	
              (iv)

            	
              all
      leases for any property (whether real, personal or mixed) that, in
      accordance with generally accepted accounting principles, would be
      required to be classified and accounted for as a capital lease on a
      balance sheet of LMT or LMC;

            


    

     

    
      	
            	
              (v)

            	
              all
      obligations of LMT and LMC under commodity purchase or option agreements
      or other commodity price hedging arrangements, in each case whether
      contingent or matured;

            


    

     

    
      	
            	
              (vi)

            	
              all
      obligations of LMT and LMC under any foreign exchange contract, currency
      swap agreement, interest rate swap, cap or collar agreement or other
      similar agreement or arrangement designed to alter the risks of LMT and
      LMC arising from fluctuations in currency values or interest rates, in
      each case whether contingent or
matured;

            


    

     

    
      	
            	
              (vii)

            	
              all
      guaranties for any of the
foregoing;

            


    

     

    
      	
            	
              (viii)

            	
              all
      indebtedness referred to in clauses (i) through (vii) above secured by (or
      for which the holder of such indebtedness has an existing right,
      contingent or otherwise, to be secured by) any Lien upon or in property or
      other assets (including accounts and contract rights) owned by LMT or LMC,
      even though LMT and LMC has not assumed or become liable for the payment
      of such indebtedness; and

            


    

     

    
      	
            	
              (ix)

            	
              obligations
      of LMT and LMC to trade creditors incurred in the ordinary course of
      business that are overdue by more than 120 days or exceed
      $25,000.

            


    

     

    
      	
            	
              (b)

            	
              On
      or prior to the Closing Date, LMT and LMC shall provide or shall have
      provided copies of Uniform Commercial Code, tax and judgment lien searches
      in all jurisdictions in which Apple requests such searches, and shall
      identify or shall have identified to Apple all Liens on their respective
      assets, including the LMT
Technology.

            


    

    


    
      
        
           


        

        
          17

          
            

          

        

        
           


        

      

    

     

    
      CONFIDENTIAL

    

     

    
      	
            	
              (c)

            	
              On
      or prior to the Closing Date, Apple shall identify or shall have
      identified those creditors and lien holders of LMT whom shall be paid from
      the consideration Apple will pay LMT-SPE pursuant to Section
      9(b).

            


    

     

    
      	
            	
              (d)

            	
              On
      or prior to the Closing Date, LMT shall obtain or shall have obtained from
      each creditor and holder of Liens on its assets identified by Apple a
      payoff letter in substantially the form of Annex 5 or a document otherwise
      in form and substance satisfactory to Apple, (i) setting forth the amount
      owed to such creditor or lien holder, (ii) the account into which such
      amount shall be paid, (iii) an acknowledgment that when such creditor or
      lien holder has been paid such amount no further amounts will be owed to
      it by LMT, and (iv) except for trade creditors, releasing LMT of all
      further claims.

            


    

     

    
      	
            	
              (e)

            	
              LMT-SPE
      shall be deemed to have received and distributed to LMT all payments made
      by Apple pursuant to the Apple License Agreement. LMT-SPE and LMT hereby
      authorize and direct Apple to pay directly those creditors and holders of
      Liens identified by Apple as creditors and lienholders of LMT to be paid
      from the proceeds of the payments made by Apple on the Closing Date
      pursuant to the Apple License Agreement and from whom payoff letters or
      other releases satisfactory to Apple have been obtained. Nothing in this
      Section 8(f) shall obligate Apple to pay the consideration other than on
      the terms and subject to the conditions specified in the Apple License
      Agreement.

            


    

     

    
      	
            	
              (f)

            	
              LMT
      shall ensure that upon the payments contemplated in Section 8(e) being
      made to its creditors and holders of Liens on its assets no Liens, other
      than Liens in favor of Apple, shall exist on its
  assets.

            


    

     

    
      	
            	
              (g)

            	
              LMT
      represents and warrants that upon the payments contemplated in Section
      8(e) being made, the LMT Technology will be free and clear of all Liens
      except for any Liens in favor of Apple. This representation and warranty
      will be repeated as of the Closing Date (if different from the date of
      this Agreement).

            


    

     

    
      	
            	
              (h)

            	
              From
      and after the date on which the payments contemplated in Section 8(e) are
      made, LMT shall not, and shall ensure that none of its direct or indirect
      subsidiaries shall, create, incur, assume or permit to exist allow any
      Lien on the shares or any equity interests of LMT-SPE or any portion of
      the LMT Technology in which it might have any right, title or interest,
      including, without limitation, inventions, trade secrets, patent
      applications and other proprietary rights which LMT and LMC are obligated
      hereunder to transfer to LMT-SPE.

            


    

     

    
      	
              9.

            	
              LMT-SPE
      Licenses.

            


    

     

    
      
        	
              	
                (a)

              	
                LMT-SPE
      shall execute and deliver to Apple a license agreement in the form of
      Annex 6 (the “Apple
      License Agreement”) upon its
      receipt of notice from Apple that the conditions precedent in Section 9(d)
      have been satisfied or waived and Apple is prepared to make the Initial
      Payment (as defined in the Apple License
  Agreement).

              


      

    

    


    
      
        
           


        

        
          18

          
            

          

        

        
           


        

      

    

     

    
      CONFIDENTIAL

    

     

    
      	
            	
              (b)

            	
              Upon
      its receipt from LMT-SPE of the Apple
      License Agreement, Apple shall pay the Initial Payment thereunder in
      accordance with the Apple License Agreement and the Escrow Agreement of
      even date herewith among the parties hereby and US Bank, N.A. Apple shall deduct from the
      Final Payment (as defined in the Apple License Agreement) repayment of
      $[*] in advances made to LMT
      prior to the date of this Agreement. Any further payments by Apple in
      consideration for the license granted pursuant to Section 8(a) shall be
      made as provided in the Apple License
Agreement.

            


    

     

    
      	
            	
              (c)

            	
              Also
      on the Closing Date, LMT-SPE shall execute and deliver to (i) LMT a
      license in the form of Annex 7 (the “LMT License Agreement”) (ii) LMC a
      license in the form of Annex 8 (the “LMC License
      Agreement”).

            


    

     

    
      	
            	
              (d)

            	
              Apple’s
      obligations to accept the Apple License Agreement and to make the Initial
      Payment thereunder shall be further subject to the satisfaction or written
      waiver, in Apple’s sole discretion of the following conditions
      precedent:

            


    

     

    
      	
            	
              (i)

            	
              LMT,
      LMC and LMT-SPE shall have performed all their obligations set
      forth in Sections 1, 2, 3, 5, 6, 7 and
8;

            


    

     

    
      	
            	
              (ii)

            	
              All
      representations and warranties in Sections 1(b), 2(b), 3(g), 7(b), 7(c),
      8(g) and 8(h) shall be true and correct as of the date on which all other
      conditions in this Section 9(d) are satisfied or waived by
      Apple;

            


    

     

    
      	
            	
              (iii)

            	
              Apple
      shall have received and approved an opinion of California counsel to LMT
      and LMC as to corporate status (and equivalent for other business
      entities); valid existence; good standing; corporate power and action (and
      equivalent for other business entities); due authorization, execution and
      delivery; no violation of articles and bylaws (and equivalent for other
      business entities), material agreements, court orders, applicable law; all
      filings, consents and approvals obtained in connection with the
      transactions; and to the knowledge of such attorneys no litigation or like
      proceedings are pending regarding the Transaction Documents, and that the
      Transaction Documents are fully
enforceable;

            


    

     

    
      	
            	
              (iv)

            	
              As
      to LMT-SPE, a Delaware limited liability company, Apple shall also have
      received, and approved an opinion of Delaware counsel that LMT-SPE as to
      its limited liability company status, valid existence, good standing,
      limited liability company power and action, due authorization,
      enforceability, execution and delivery of all Transaction Documents, no
      violation of its articles and bylaws, material agreements, court orders,
      compliance with applicable law, all filings, consents and approvals
      obtained in connections with the transactions, that the authorized capital
      stock of LMT-SPE are duly authorized, validly issued and fully paid and
      non-assessable further that LMT-SPE’s assets, in light of the structure of
      LMT-SPE, and the restriction on its formation, and future operations will
      not be consolidated with LMT’s or LMC’s assets in any bankruptcy
      case;

            


    

     

    
      
        
          

        

      

      
        	
                [*]
      =

              	
                CERTAIN
      CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS
      AND AN ASTERISK, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES
      AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE
      ACT OF 1934, AS AMENDED.

              


      

    

    


    
      
        
           


        

        
          19

          
            

          

        

        
           


        

      

    

     

    
      CONFIDENTIAL

    

     

    
      	
            	
              (v)

            	
              LMT
      shall have executed and delivered to Apple a technology development
      agreement in the form of Annex 9;

            


    

     

    
      	
            	
              (vi)

            	
              LMT
      shall have delivered to Apple a security agreement in the form of Annex
      10, which security agreement shall exclude from the collateral LMT’s
      interest in LMC;

            


    

     

    
      	
            	
              (vii)

            	
              LMT-SPE
      shall have delivered to Apple a security agreement in the form of Annex
      11;

            


    

     

    
      	
            	
              (viii)

            	
              Apple,
      LMT, LMC and LMT-SPE shall have jointly engaged patent counsel
      satisfactory to Apple to represent LMT and its affiliates in connection
      with its patent applications and
prosecutions;

            


    

     

    
      	
            	
              (ix)

            	
              Apple
      shall have received from LMT, LMC and LMT-SPE such farther agreements and
      instruments as Apple reasonably determines are required to give effect to
      the agreements and transactions contemplated between the
      parties;

            


    

     

    
      	
            	
              (x)

            	
              Apple
      shall have concluded its discussions with Caltech concerning the Caltech
      License, and with results satisfactory to
Apple;

            


    

     

    
      	
            	
              (xi)

            	
              Apple
      shall have completed all legal, tax, accounting, engineering and
      confirmatory business due diligence on the LMT Technology, LMT, LMC and
      LMT-SPE, and with results satisfactory to Apple;
  and

            


    

     

    
      	
            	
              (xii)

            	
              Apple
      shall not be entitled under Section 14(b) to terminate this
      Agreement.

            


    

     

    
      	
            	
              (e)

            	
              The
      parties agree that the security interest granted to Apple under the
      security agreement described in Section 9(d)(vii) shall
  be:

            


    

     

    
      	
            	
              (i)

            	
              subordinated
      to all of Apple’s rights under the Apple License Agreement, such that in
      the event that such security interest shall be enforced in any of the
      collateral subject to such security interest any rights acquired as a
      result of such enforcement shall be subject to all of, and shall not
      entitle the acquirer of any such rights to interfere with or otherwise
      disturb, Apple’s rights or its enjoyment of those rights under the Apple
      License Agreement;

            


    

     

    
      	
            	
              (ii)

            	
              subordinated
      to all of LMC’s rights under the LMC License Agreement, such that in the
      event that such security interest shall be enforced in any of the
      collateral subject to such security interest any rights acquired as a
      result of such enforcement shall be subject to all of, and shall not
      entitle the acquirer of any such rights to interfere with or otherwise
      disturb, LMC’s rights or its enjoyment of those rights under the LMC
      License Agreement; and

            


    

     

    
      	
            	
              (iii)

            	
              prior
      to all of LMT’s rights under the LMT License Agreement, such that in the
      event that such security interest shall be enforced in any of the
      collateral subject to such security interest any rights acquired as a
      result of such enforcement shall be free and clear of LMT’s right under
      the LMT License Agreement, and LMT’s
      rights under the LMT License Agreement and, to the extent the rights
      acquired as a result of the enforcement of such security interest conflict
      with the LMT License Agreement, the LMT License Agreement shall continue
      to exist at the sole and absolute discretion of the acquirer of rights as
      a result of such
enforcement.

            


    

    

      
        
           


        

        
          20

          
            

          

        

        
           


        

      

    

     

    
      CONFIDENTIAL

    

     

    
      	
            	
              (f)

            	
              LMT,
      on behalf of itself and its respective heirs, executors, successors,
      assigns, agents and all other persons and entities associated with either
      of them, covenants that it will not at any time, whether now or in the
      future, sue, file, assist, or participate in, or cause, assert, or induce
      any other person or entity to sue, file, assert, or participate in any
      claim or allegation against any of the following for infringement of
      Intellectual Property Rights of any of the LMT Technology: (i) Apple and
      any of its Subsidiaries; or (ii) their respective past, present and future
      owners, shareholders, parents, subsidiaries, successors, assigns,
      divisions, units, officers, directors, employees, agents, attorneys, or
      representatives, or (iii) their respective past, present and future direct
      and indirect vendors, suppliers, manufacturers, distributors, customers,
      or end users (collectively, “Apple-Related Entities”) in
      connection with any act by a Apple-Related Entity at the direction of or
      on behalf of Apple related to or in connection with any Apple-branded or
      Apple-licensed product. This covenant not to sue does not inure to the
      benefit of any third parties for their conduct that is unrelated to Apple
      or any of its Subsidiaries, and this covenant not to sue shall not apply
      in any action in which Apple or any other Apple-Related Entity raises as a
      defense in an infringement action that LMT is a necessary party in any
      such action. For purposes of this paragraph, the grant to a third party of
      an exclusive license or sublicense to any Intellectual Property Rights
      relating to any LMT Technology in a field other than Consumer Electronic
      Products shall not be a violation of this paragraph, even if the third
      party is granted, as a part of such exclusive license, the right to sue or
      otherwise assert infringement claims with respect to such Intellectual
      Property Rights.

            


    

     

    
      	
            	
              (g)

            	
              LMT,
      LMC and LMT-SPE shall not amend, modify, supplement, amend and restate or
      replace the LMT License Agreement or the LMC License Agreement except (i)
      with the prior written consent of Apple or (ii) for the addition to the
      schedules attached thereto of Intellectual Property Rights created or
      acquired during the Capture Period.

            


    

     

    
      	
              10.

            	
              Covenant
      Not to Compete.

            


    

     

    
      	
            	
              (a)

            	
              LMT
      shall not, and shall ensure that its direct and indirect subsidiaries
      shall not, directly, or indirectly through or in association with any
      person, business enterprise or otherwise, (i) develop, design,
      manufacture, sell, offer for sale or otherwise distribute or provide any
      (x) Consumer Electronic Products or (y) materials, components,
      manufacturing services or technology for use or integration therewith;
      (ii) own or acquire any interest in, manage, operate, control or
      participate in any business which is engaged in any of the activities
      described in preceding subsection (i); or (iii) act as a consultant or
      advisor, loan or otherwise provide funds or assistance of any sort, or
      sell or license intellectual property to any business enterprise which is
      or is attempting to engage in any of the activities listed in subsection
      (i) or (ii) hereof.

            


    

    


    
      
        
           


        

        
          21

          
            

          

        

        
           


        

      

    

     

    
      CONFIDENTIAL

    

     

    
      	
            	
               
      

            	
              “Consumer Electronic Products” means personal computers
      (portable and desktop); tablet or slate style computing devices; handheld
      electronic and/or communication devices (e.g., smartphones, digital music
      players, multi-function devices, etc.); any device whose function includes
      the creation, storage or consumption of digital media; any component or
      sub-component in any Consumer Electronic Product; and any accessory that
      is the same or similar (in Apple’s sole discretion) to an accessory made
      or sold by or on behalf of Apple (regardless of when Apple sold or started
      to sell such accessory, including after the Closing Date) that is suitable
      for use with any Consumer Electronic Product. Notwithstanding the
      foregoing, “Consumer Electronic Products” shall not
    include:

            


    

     

    
      	
            	
              (i)

            	
              products
      (except for any product that is capable of interacting or interfacing with
      a Consumer Electronic Product) that are powered by electricity or
      batteries but that do not in any way involve the creation, storage,
      consumption, use, viewing, transmission, or processing of digital media or
      digital information and do not involve the use of wireless communication
      networks. Products that fall into this category include, without
      limitation, electric-powered and/or battery-powered drills, hand tools and
      watches (i.e. a wrist-worn device whose sole function is to display the
      time of day);

            


    

     

    
      	
            	
              (ii)

            	
              medical
      devices and other products that are not the same or similar to any Apple
      product (regardless of when Apple sold or started to sell such product,
      including after the Closing Date) and that are used exclusively for the
      diagnosis and/or treatment of human or animal health conditions;
      or

            


    

     

    
      	
            	
              (iii)

            	
              products
      or components thereof that are not the same as or similar to any Apple
      product (regardless of when Apple sold or started to sell such product,
      including after the Closing Date) or component of any Apple product and
      that are made solely for, and sold solely into, the defense/military,
      automotive, medical, or industrial
markets.

            


    

     

    
      
        	
              	
                (b)

              	
                The
      parties hereto acknowledge and agree that the value to the parties of the
      transactions provided for in this Agreement would be substantially and
      materially diminished if either LMT directly or indirectly through or in
      association with any person or business enterprise or otherwise, were
      hereafter to breach any of the provisions of Section 10(a), and LMT has
      therefore offered and agreed to the provisions of Section 10(a) as a
      material inducement to Apple to enter into this Agreement, and in
      consideration of the promises, representations and covenants made by Apple
      under this Agreement. LMT specifically acknowledges and agrees that the
      provisions of Section 10(a) are commercially reasonable restraints on it
      and are reasonably necessary to protect the interests Apple is acquiring
      hereunder and under the Transaction Documents. The parties hereto further
      acknowledge and agree that Apple would be irreparably damaged by a breach
      of Section 10(a) and would not be adequately compensated by monetary
      damages for any such breach. Therefore, in addition to all other remedies,
      Apple shall be entitled to injunctive relief from any court having
      jurisdiction to restrain any violation (actual or threatened) of Section
      10(a) without the necessity of (i) proving monetary damages or the
      insufficiency thereof, or (ii) posting any bond in regard to any
      injunctive proceeding. Notwithstanding anything in this Agreement to the
      contrary, the rights and licenses granted under the License Agreement,
      dated March 10, 2009, between LMT and The Swatch Group Ltd., shall not
      constitute a violation of Section 10(a) hereof or of any other provision
      of the MTA or any Transaction Document, but only to the extent that such
      License Agreement is not amended after the date hereof to include any new
      provision that would violate Section
10(a).

              


      

    

    


    
      
        
           


        

        
          22

          
            

          

        

        
           


        

      

    

     

    
      CONFIDENTIAL

    

     

    
      	
            	
              (c)

            	
              If
      any court shall in any proceeding refuse to enforce Section 10(a) in whole
      or in part because the time limit, geographical scope or any other element
      thereof is deemed unreasonable in the jurisdiction of that court, it is
      expressly understood and agreed that Section 10(a) shall not be void but,
      for the purpose of such proceeding, such time limit, geographical scope or
      other element shall be deemed to be reduced to the extent necessary to
      permit the enforcement of Section 10(a) to the maximum extent allowable in
      that particular jurisdiction. The foregoing, however, is not intended to
      and shall not in any way affect, invalidate or limit the remaining
      provisions of Section 10(a) or affect, invalidate or limit the validity or
      enforceability of Section 10(a) as written in any other jurisdiction at
      any time.

            


    

     

    
      	
            	
              (d)

            	
              From
      time to time, LMT or LMC may request that Apple grant express written
      permission to develop, design, manufacture, sell, offer for sale or
      otherwise distribute or provide any accessory for a Consumer Electronic
      Product or materials, components, manufacturing services or technology for
      use or integration therewith. Such requests shall be submitted in writing
      to Apple’s Senior Director of Legal Affairs for Hardware Products, and
      shall specify in reasonable detail the contemplated activity for which
      Apple’s consent is being sought. Apple shall respond within a reasonable
      period of time, and Apple shall consider each such request in good faith
      taking into account both the business opportunity to LMT or LMC, as well
      as any actual or potential impact to Apple’s current or future business
      opportunities.

            


    

     

    
      	
              11.

            	
              Confidentiality.
      The disclosure and
      use of all confidential information pursuant to this Agreement and the
      other Transaction Documents shall be subject to the terms of the parties’
      existing Confidentiality Agreement and Exclusivity Agreement, both dated
      April 30, 2010, the terms of which are incorporated by reference herein.
      Without limiting the generality of the foregoing, LMT shall ensure that
      neither LMT nor any Affiliate of LMT shall orally or in writing refer to
      Apple or any Affiliate of Apple in any press conference, publication,
      press release, filing, registration, notice or other communication without
      providing Apple at least three (3) business days’ prior notice and a copy
      of each such proposed reference, allowing Apple an opportunity to review
      and comment on the same, and making any changes in each such proposed
      reference as requested by Apple, unless the failure by LMT to make such
      changes would result in LMT’s failing to comply with applicable
      law.

            


    

    


    
      
        
           


        

        
          23

          
            

          

        

        
           


        

      

    

     

    
      CONFIDENTIAL

    

     

    
      	
              12.

            	
              Independent
      Contractor.

            


    

     

    
      	
            	
              (a)

            	
              Each
      of LMT, LMC and LMT-SPE shall at all times be an independent contractor
      under the Transaction Documents and not an employee or agent of Apple.
      None of LMT, LMC and LMT-SPE shall have authority to obligate Apple in any
      manner whatsoever and shall not make any representations or statements for
      or about Apple or any Apple products or
  services.

            


    

     

    
      	
            	
              (b)

            	
              Each
      of LMT, LMC and LMT-SPE shall have full responsibility for all applicable
      withholding taxes for all compensation paid to it and for compliance with
      all applicable labor and employment requirements with respect to its
      employees, including, without limitation, state worker’s compensation
      insurance coverage requirements and any immigration or visa requirements.
      Each of LMT, LMC and LMT-SPE agrees to indemnify, defend and hold Apple
      harmless from any liability for, or assessment of, any claims or penalties
      with respect to such withholding taxes, labor, employment or immigration
      requirements, including, without limitation, any liability for, or
      assessment of, withholding taxes imposed on Apple by the relevant taxing
      authorities with respect to any compensation paid to it or its
      employees.

            


    

     

    
      
        	
                13.

              	
                Indemnification.

              


      

    

     

    
      	
            	
              (a)

            	
              LMT
      shall defend, indemnify and hold Apple (and its directors, officers,
      affiliates, employees, agents, successors and assigns (each, an “indemnified party”)) harmless
      from and against any and all liability, loss, expense (including, without
      limitation, reasonable attorneys’ fees), or claims for injury or damages
      (i) incurred by an indemnified party as a result of (A) any inaccuracy in
      or breach of the representations, warranties or covenants made by LMT, LMC
      or LMT-SPE in any Transaction Document or (B) any act or omission by any
      of LMT, LMC or LMT-SPE or its directors, officers or employees that
      violates any law or constitutes tortious acts or omissions; or (ii)
      incurred by any indemnified party or asserted against any indemnified
      party by any third party arising out of, in connection with, or as a
      result of (A) the execution or delivery of this Agreement, any other
      Transaction Document, the performance by the parties hereto or thereto of
      their respective obligations hereunder or thereunder or the consummation
      of the transactions contemplated hereby, (B) Apple’s use of the LMT
      Technology or rights under the license agreement with LMT-SPE, or (C)
      LMT’s performance of the services provided pursuant to the technology
      development agreement executed and delivered pursuant to Section 9(d)(iv),
      except to the extent due directly to LMT’s following instructions given to
      it by Apple in the “Statements of Work” in situations in which Company has
      complied with its obligations under section 1(f) of such thereof. In the
      event that a claimant obtains a final judgment against Apple expressly
      finding that Apple acted with gross negligence, in bad faith or that it
      engaged in willful misconduct, then this indemnity and hold harmless
      agreement shall not apply, but only to the extent of such
      claim.

            


    

     

    
      	
            	
              (b)

            	
              If
      any party is entitled to indemnification under Section 13(a), Apple will
      give written notice to LMT of any matters giving rise to a claim for
      indemnification; provided that the failure of any party entitled to
      indemnification hereunder to give notice as provided herein shall not
      relieve the indemnifying party of its obligations under this Section 13
      except to the extent that the indemnifying party is actually prejudiced by
      such failure to give notice.

            


    

     

    
      
        
           


        

        
          24

          
            

          

        

        
           


        

      

    

     

    
      CONFIDENTIAL

    

     

    
      	
            	
              (c)

            	
              In
      case any action, proceeding or claim is brought against an indemnified
      party in respect of which indemnification is sought hereunder, LMT
      shall be entitled to participate and, unless in the reasonable judgment of
      legal counsel to the indemnified party a conflict of interest between it
      and LMT may exist with respect of such action, proceeding or claim, to
      assume the defense thereof with counsel reasonably satisfactory to the
      indemnified party. In the event that LMT fails, within thirty (30) days of
      receipt of any indemnification notice to notify, in writing, such person
      of its election to defend, settle or compromise, at its sole cost and
      expense, any action, proceeding or claim (or discontinues its defense at
      any time after it commences such defense), then the indemnified party may,
      at its option, defend, settle or otherwise compromise or pay such action
      or claim. In any event, unless and until LMT elects in writing to assume
      and does so assume the defense of any such claim, proceeding or action,
      the indemnified party’s costs and expenses arising out of the defense,
      settlement or compromise of any such action, claim or proceeding shall be
      losses subject to indemnification hereunder. The indemnified party shall
      cooperate fully with LMT in connection with any negotiation or defense of
      any such action or claim by the indemnifying party and shall furnish to
      LMT all information reasonably available to the indemnified party which
      relates to such action or claim. LMT shall keep the indemnified party
      fully apprised at all times as to the status of the defense or any
      settlement negotiations with respect thereto. If LMT elects to defend any
      such action or claim, then the indemnified party shall be entitled to
      participate in such defense with counsel of its choice at its sole cost
      and expense. LMT shall not be liable for any settlement of any action,
      claim or proceeding effected without its prior written consent.
      Notwithstanding anything in this Section 13 to the contrary, LMT shall
      not, without the indemnified party’s prior written consent, settle or
      compromise any claim or consent to entry of any judgment in respect
      thereof which imposes any future obligation on the indemnified party or
      which does not include, as an unconditional term thereof, the giving by
      the claimant or the plaintiff to the indemnified party of a release from
      all liability in respect of such
claim.

            


    

     

    
      	
            	
              (d)

            	
              The
      indemnification required by this Section 13 shall be made by periodic
      payments of the amount thereof during the course of investigation or
      defense, as and when bills are received or expense, loss, damage or
      liability is incurred, so long as the indemnified party irrevocably agrees
      to refund such moneys if it is ultimately determined by a court of
      competent jurisdiction that such party was not entitled to
      indemnification. The indemnity agreements contained herein shall be in
      addition to (i) any cause of action or similar rights of the indemnified
      party against LMT or others, and (ii) any liabilities LMT may be subject
      to pursuant to the law.

            


    

     

    
      
        	
                14.

              	
                Term,
      Termination and Suspension of
Performance.

              


      

    

     

    
      	
            	
              (a)

            	
              The
      term of this Agreement shall commence on the date hereof and shall
      continue until terminated pursuant to Section
  14(b).

            


    

    


    
      
        
           


        

        
          25

          
            

          

        

        
           


        

      

    

     

    
      CONFIDENTIAL

    

     

    
      	
            	
              (b)

            	
              Prior
      to the Closing Date (if different from the date of this Agreement), this
      Agreement may only be terminated as provided in this Section
      14(b):

            


    

     

    
      	
            	
              (i)

            	
              Apple
      or LMT may terminate this Agreement by notice to the other party if, in
      the case of Apple, LMT, LMC or LMT-SPE is in material breach, and in the
      case of LMT, Apple is in material breach of this Agreement or any other
      Transaction Document unless the defaulting party cures such breach and all
      effects thereof within five (5) days of its receipt of notice thereof from
      the non-defaulting party.

            


    

     

    
      	
            	
              (ii)

            	
              Apple
      may terminate this Agreement by notice to LMT if Apple has reasonably
      determined that the conditions set forth in Section 9(d) are unlikely to
      be satisfied on or before August 31,
2010.

            


    

     

    
      	
            	
              (c)

            	
              Termination
      of this Agreement by Apple pursuant to Section 14(b) shall not relieve
      LMT, LMC and LMT-SPE of their liabilities or obligations to Apple incurred
      prior to such termination.

            


    

     

    
      	
            	
              (d)

            	
              The
      non-defaulting parties shall be entitled to exercise all remedies
      available at law and in equity, in addition to the remedies set forth in
      this Agreement and the other Transaction Documents, for a breach by any
      party of this Agreement or another Transaction
  Document.

            


    

     

    
      	
            	
              (e)

            	
              LMT
      acknowledges and agrees that Apple will be unable to quantify all direct,
      indirect, consequential and special damages which Apple may incur as a
      result of (i) any breach by LMT of Section 1(b), 1(c), 2(b) or 8 of this
      Agreement or (ii) any breach of Section 1(d), 4(c), 4(f), 4(h), 8(g),
      8(h), 9(f), 10, 11 or 13 of this Agreement, provided that if a breach in
      this clause (ii) is capable of cure and LMT has promptly initiated actions
      to cure such breach and has vigorously and continuously undertaken to cure
      such breach, such breach shall not have been cured within thirty (30) days
      of LMT learning thereof and, in the case of a breach listed in clause (i)
      or (ii), such breach could reasonably be expected to have a material
      adverse effect on Apple’s rights under the Apple License Agreement (any
      such breach being a “LMT Fundamental Breach”).

            


    

     

    
      	
            	
              (f)

            	
              LMT-SPE
      acknowledges and agrees that Apple will be unable to quantify all direct,
      indirect, consequential and special damages which Apple may incur as a
      result of (i) any breach by LMT-SPE of Section 3(b) of this Agreement or
      (ii) any breach of Section 5(a), 5(c), 5(d) or 6 of this Agreement or
      Section 4.3 of the Apple License Agreement, provided that if a breach in
      this clause (ii) is capable of cure and LMT has promptly initiated actions
      to cure such breach and has vigorously and continuously undertaken to cure
      such breach, such breach shall not have been cured within thirty (30) days
      of LMT learning thereof and, in the case of a breach listed in clause (i)
      or (ii), such breach could reasonably be expected to have a material
      adverse effect on Apple’s rights under the Apple License Agreement (any
      such breach being a “LMT-SPE Fundamental Breach”).

            


    

    


    
      
        
           


        

        
          26

          
            

          

        

        
           


        

      

    

     

    
      CONFIDENTIAL

    

     

    
      	
            	
              (g)

            	
              LMT
      and LMT-SPE each agrees that the minimum amount of any such damages to
      which Apple shall be entitled, in the case of LMT upon the occurrence of a
      LMT Fundamental Breach and, in the case of LMT-SPE, upon the occurrence of
      a LMT-SPE Fundamental Breach shall be all amounts paid by Apple to or on
      behalf of LMT, LMC and LMT-SPE pursuant to all Transaction Documents plus
      interest thereon from the date of such payment until the date on which
      Apple recovers payment in full of from the defaulting LMT party all
      damages hereunder and under the other Transaction Documents at a rate per
      annum equal to the greater of (i) 10% or (ii) “prime rate” as reported in
      The Wall Street Journal
      in effect from time to time plus two percent. Apple may prove the
      minimum amount of damages set forth in this Section 14(f) by entering this
      Agreement into evidence in any action brought under this Agreement or the
      other Transaction Documents or in connection with the exercise of its
      rights under the security agreements delivered pursuant to Section
      9(d)(vi) and (vii).

            


    

     

    
      
        	
                15.

              	
                Guaranty.

              


      

    

     

    
      	
            	
              (a)

            	
              LMT
      does hereby unconditionally guarantee to Apple and its assigns the prompt,
      full, and faithful performance and discharge by LMC and LMT-SPE (“LMT-Subs”) of each
      and every one of the terms, conditions, agreements, representation,
      warranties, guarantees and provisions on the part of the LMT-Subs
      contained in this Agreement and the other Transaction
      Documents.

            


    

     

    
      	
            	
              (b)

            	
              The
      guaranty in this Section 15 (“Guaranty”) shall in
      all respects be a continuing, absolute, unconditional and irrevocable
      guaranty of payment and performance, and shall remain in full force and
      effect until all of the underlying obligations have been absolutely,
      irrevocably, and unconditionally fulfilled, performed or met, whether by
      LMT, or other person. LMT guarantees that the LMT-Subs’ obligations under
      the Transaction Documents will be paid and performed strictly in
      accordance with the terms hereof and thereof, regardless of any law,
      regulation or order now or hereafter in effect in any jurisdiction
      affecting any of such terms or the rights of the
  Apple.

            


    

     

    
      	
            	
              (c)

            	
              LMT
      irrevocably waives the following, to the extent permitted by applicable
      law:

            


    

     

    
      	
            	
              (i)

            	
              notice
      of any changes, amendments or modifications to (x) any agreements between
      Apple and the LMT-Subs, including, but not limited to, any Transaction
      Document or to (y) any liabilities owing Apple by either
      LMT-Sub;

            


    

     

    
      	
            	
              (ii)

            	
              notice
      of presentment, demand, default, nonpayment or partial payments, protest,
      and all other notices or formalities to which an LMT-Sub might otherwise
      be entitled;

            


    

     

    
      	
            	
              (iii)

            	
              notice
      of prosecution of collection or remedies against an LMT-Sub or against the
      makers, endorsers, or other person liable on any such receivables, or
      against any security or collateral thereto
  appertaining;

            


    

    


    
      
        
           


        

        
          27

          
            

          

        

        
           


        

      

    

     

    CONFIDENTIAL

     

    
      	
               
      

            	
              (iv)

            	
              notice
      of any contents to the granting of indulgence or extension of time
      payment, the taking and releasing indebtedness or liabilities so
      guaranteed hereunder, or Apple’s acceptance of partial payments thereon,
      or the settling, compromising or compounding in any of the same in such
      manner and at such times as Apple may deem advisable, without in any way
      impairing or affecting LMT’s liability for the full amount
      thereof;

            


    

    


    
      	
               
      

            	
              (v)

            	
              any
      requirement that Apple prosecute collection enforcement or other remedies
      against either LMT-Sub or against any person liable on any such
      agreements, obligation, indebtedness or liabilities so guaranteed, or
      enforce or resort to any security liens, collateral, or other rights or
      remedies thereto appertaining, before calling on LMT for payment; nor
      shall LMT’s liability in any way be released or affected by reason of any
      failure or delay on Apple’s part so to
do;

            


    

    


    
      	
               
      

            	
              (vi)

            	
              any
      requirement that suit be first instituted against an LMT-Sub, that any
      rights or remedies against an LMT-Sub be first exhausted or that an
      LMT-Sub be joined in any action brought by Apple against LMT under this
      Guaranty before calling on LMT for
payment;

            


    

    


    
      	
               
      

            	
              (vii)

            	
              any
      requirement that Apple inquire into the powers of either LMT-Sub, its
      officers, directors or agents, acting or purporting to act on such
      LMT-Sub’s behalf with respect to the obligations described in this
      Guaranty; any such obligations created in reliance upon the professed
      exercise of such powers shall be guaranteed
  hereunder;

            


    

    


    
      	
               
      

            	
              (viii)

            	
              any
      claims and other rights that it now has or may hereafter acquire against a
      either LMT-Sub or any other guarantor that arise from the existence,
      payment, performance or enforcement of LMT’s obligations under this
      Guaranty, including any right of subrogation, reimbursement, exoneration,
      contribution or indemnification and any right to participate in any claim
      or remedy of Apple against an LMT-Sub, any other guarantor or any
      collateral that Apple now has or hereafter acquires for the obligations
      underlying this Guaranty, whether or not such claim, remedy or right
      arises in equity or under contract, statute or common law, including the
      right to take or receive from an LMT-Sub, directly or indirectly, in cash
      or other property, by setoff or in any other manner, payment or security
      on account of any such claim or other
right;

            


    

    


    
      	
               
      

            	
              (ix)

            	
              any
      rights and defenses of LMT under Section 580a of the California Code of
      Civil Procedure and any other rights and defenses that LMT may have by
      reason of protection afforded to an LMT-Sub pursuant to the antideficiency
      or other laws of California limiting or discharging an LMT-Sub’s
      obligations, including 580a, 580b, 580d and 726 of the California Code of
      Civil Procedure; and

            


    

    


    
      	
               
      

            	
              (x)

            	
              without
      limiting the generality of the foregoing or any other provision hereof,
      any rights and benefits that might otherwise be available to LMT under
      California Civil Code Section 2809, 2810, 2815, 2819, 2839, 2845, 2848,
      2849, 2850, 2899 or 3433.

            


    

     

    
      
         


      

      
        28

        
          

        

      

      
         


      

    

     

    CONFIDENTIAL

     

    
      	
              16.

            	
              Miscellaneous.

            


    

    


    
      	
               
      

            	
              (a)

            	
              All
      notices from one party to the other required or permitted under this
      Agreement shall be in writing, shall refer specifically to this Agreement,
      and shall be delivered in person, or sent by electronic or facsimile
      transmission for which a confirmation of delivery is obtained, or sent by
      registered mail or express courier services providing evidence of
      delivery, in each case to the recipient party’s respective address set
      forth on the signature page hereof (or to such updated address as may be
      specified in writing to the other party from time to time). Such notices
      will be deemed effective as of the date so delivered or on the third
      business day following mailing.

            


    

    


    
      	
               
      

            	
              (b)

            	
              None
      of LMT, LMC or LMT-SPE shall assign, transfer, subcontract or otherwise
      delegate any of its obligations under this Agreement without Apple’s prior
      written consent in each instance other than as a part of any merger,
      consolidation, or other statutory business combination or as a part of the
      sale of all or substantially all of their assets. Any attempted
      assignment, transfer, subcontracting or other delegation without such
      consent shall be void and shall constitute a breach of this Agreement.
      Subject to the foregoing, this Agreement shall inure to the benefit of the
      parties’ successors and assigns.

            


    

    


    
      	
               
      

            	
              (c)

            	
              Each
      LMT, LMC and LMT-SPE acknowledges that any breach of this Agreement by it
      may cause irreparable harm to Apple or its affiliates and that the
      remedies for breach may include injunctive relief against such breach, in
      addition to damages and other available remedies. The prevailing party
      shall be entitled to the award of its reasonable attorneys’ fees in any
      action to enforce this Agreement.

            


    

    


    
      	
               
      

            	
              (d)

            	
              This
      Agreement, including the other Transaction Documents and the Nondisclosure
      Agreement referenced herein, constitutes the entire agreement between the
      parties relating to the subject matter hereof and supersedes and cancels
      all other prior agreements and understandings of the parties in connection
      with subject matter. The headings or titles in this Agreement are for
      purposes of reference only and shall not in any way affect the
      interpretation or construction of this
  Agreement.

            


    

    


    
      	
               
      

            	
              (e)

            	
              No
      waiver of any of the provisions of this Agreement shall be valid unless in
      a written document, signed by the party against whom such a waiver is
      sought to be enforced, nor shall failure to enforce any right hereunder
      constitute a continuing waiver of the same or a waiver of any other right
      hereunder. All amendments of this Agreement shall be made in writing and
      signed by both parties, and no oral amendment shall be binding on the
      parties.

            


    

    


    
      	
               
      

            	
              (f)

            	
              This
      Agreement shall be governed by and construed in accordance with the laws
      of the State of California without giving effect to any conflict of laws
      principles to the contrary. The parties hereby consent to jurisdiction and
      venue in the appropriate state and Federal courts sitting in the Northern
      District of California in any litigation between them arising out of this
      Agreement. If any provision of this Agreement is held to be invalid or
      unenforceable to any extent in any context, it shall nevertheless be
      enforced to the fullest extent allowed by law in that and other contexts,
      and the validity and force of the remainder of this Agreement shall not be
      affected thereby.

            


    


    
      
         


      

      
        29

        
          

        

      

      
         


      

    

    
       

      CONFIDENTIAL

       

    

    
      	
               
      

            	
              (g)

            	
              The
      invalidity of any provision in this Agreement shall not affect the
      validity of any other provision
herein.

            


    

    


    
      	
               
      

            	
              (h)

            	
              The
      parties have each been represented by counsel in the negotiation of this
      Agreement and have jointly prepared this Agreement with counsels’
      assistance. In the event of an ambiguity or a question of contract
      interpretation arises, no provision of this Agreement shall be construed
      based on any particular party having drafted the Agreement or such
      provision. Further, neither the history of negotiations between the
      parties, nor the fact that provisions of this Agreement (or portions
      thereof) have been inserted, deleted or modified in the course of
      preparing Agreement drafts, shall be used to construe the meaning of any
      provision.

            


    

    


    
      	
               
      

            	
              (i)

            	
              In
      the event of a dispute, either party may commence litigation in the state
      or federal courts in Santa Clara County, California. The parties
      irrevocably submit to the exclusive jurisdiction of those courts and agree
      that final judgment in any action or proceeding brought in such courts
      will be conclusive and may be enforced in any other jurisdiction upon
      final and conclusive judgment (a certified copy of which will be
      conclusive evidence of the judgment) or in any other manner provided by
      law. Each party irrevocably waives to the fullest extent permitted by
      applicable law (i) any objection it may have to the laying of venue in any
      court referred to above; (ii) any claim that any such action or proceeding
      has been brought in an inconvenient forum; and (iii) any immunity that it
      or its assets may have from any suit, execution, attachment (whether
      provisional or final, in aid of execution, before judgment or otherwise)
      or other legal process.

            


    

    


    
      
        	
              	
                (j)

              	
                Neither
      Apple nor any of LMT, LMC or LMT-SPE will issue press releases or other
      publicity regarding this Agreement or its subject matter without the prior
      written approval of the other
parties.

              


      

    

    


    [signatures
follow]


    
      
         


      

      
        30

        
          

        

      

      
         


      

    

     

    CONFIDENTIAL

     

    IN WITNESS WHEREOF, the
parties have executed this Master Transaction Agreement as of the date first
shown above. Each of the persons signing this Agreement affirms that he or she
is duly authorized to do so and thereby to bind the indicated entity. This
Agreement may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

    


    
      
        
          
            
              
                
                  	
                          APPLE
      INC.

                        	
                          LIQUIDMETAL
      TECHNOLOGIES, 

                          INC.

                        
	 
      	 
      
	 
      	
                          /s/
      Larry Buffington

                        
	
                          Name:

                        	
                          /s/
      Zadesky

                        	
                          Name:

                        	
                          LARRY
      BUFFINGTON

                        
	
                          Title:

                        	
                          VP
      Product Design

                        	
                          Title:

                        	
                          PRESIDENT/CEO

                        
	
                          Date:

                        	
                          8/5/10

                        	
                          Date:

                        	
                          8/10/2010

                        
	 
      	 
      	 
      
	
                          Address:

                        	
                          1
      Infinite Loop

                        	
                          Address:

                        	
                          30452
      Esperanza

                        
	 
      	
                          Cupertino,
      CA 95014

                        	 
      	
                          Rancho
      Santa Margarita, CA

                        
	
                          Attn:

                        	
                          92688

                        
	 
      	
                          Attn:

                        
	 
      	 
      
	 
      	
                          LIQUIDMETAL
      COATINGS, LLC

                        
	 
      	 
      
	 
      	
                          /s/
      Larry Buffington

                        
	 
      	
                          Name:

                        	
                          LARRY
      BUFFINGTON

                        
	 
      	
                          Title:

                        	
                          PRESIDENT/CEO

                        
	 
      	
                          Date:

                        	
                          8/10/2010

                        
	 
      	 
      
	 
      	
                          Address:

                        	
                          900
      Rockmead Drive, Suite 240

                        
	 
      	 
      	
                          Kingwood,
      Texas 77339

                        
	 
      	
                          Attn:

                        	
                          Chief
      Executive Officer

                        
	 
      	 
      
	 
      	
                          CRUCIBLE
      INTELLECTUAL 

                          PROPERTY,
      LLC

                        
	 
      	 
      
	 
      	
                          /s/
      Tony Chung

                        
	 
      	
                          Name:

                        	
                          Tony
      Chung

                        
	 
      	
                          Title:

                        	
                          Chief
      Financial
Officer

                        


                

              

            

          

        

      

    

    
      
        
          	 
      	
                  Date:

                	
                  8/4/10

                
	 
      	 
      	 
      
	 
      	
                  Address:
      31441 Santa Margarita

                  Pkwy.,
      Suite A #247

                
	 
      	
                  Rancho
      Santa Margarita, CA 92688 92688

                
	 
      	 
      
	 
      	
                  Attn:

                	
                  Chief
      Executive Officer

                


        

      

    

     

    
      
         


      

      
        31

        
          

        

      

      
         


      

    

    


    ANNEX
1

    


    Permitted
Liens

    


    None


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    ANNEX
2

    


    Approvals

    


    Consents/approvals
are required from the following parties:

    


    
      	
              1.

            	
              Enterprise
      Bank

            


    

    
      	
              2.

            	
              C3
      Capital Partners, L.P.

            


    

    
      	
              3.

            	
              C3
      Capital Partners II, L.P.

            


    

    
      	
              4.

            	
              Members
      and Board of Managers of LMC

            


    

    
      	
              5.

            	
              Board
      of Directors of LMT

            


    

    
      	
              6.

            	
              LLPG,
      Inc.

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    ANNEX
3

    


    LMC
Assignment Agreement


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    ASSIGNMENT
AND ASSUMPTION AGREEMENT

    


    THIS
ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Assignment”) is dated as of August 5,
2010 by and between LIQUIDMETAL COATINGS, LLC, a Delaware limited liability
company (“Assignor”), and LIQUIDMETAL TECHNOLOGIES, INC., a
Delaware corporation (“Assignee”).

    


    THIS
ASSIGNMENT is made with reference to the following facts and
circumstances:

    


    A.    Assignor
and Assignee have, together with Apple Inc., a California corporation, and
Crucible Intellectual Property, LLC, a Delaware limited liability company (“Crucible”), entered into that certain Master
Transaction Agreement dated August 5, 2010 (“MTA”) pursuant to which Assignor has agreed to
distribute to Assignee all its right, title and interest in and to the LMT
Technology (as defined in the MTA), now existing or hereafter arising until the
date falling eighteen (18) months after the Closing Date (as defined in the
MTA).

    


    B.     Assignee
is willing to accept all of Assignor’s right, title and interest in the LMT
Technology.

    


    NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Assignor and Assignee hereby agree as
follows:

    


    
      	
              1.

            	
              Assignment.
      Assignor hereby transfers, conveys and assigns to Assignee, effective as
      of close of business on August 5, 2010 (the “Effective
      Date”), all of Assignor’s
      right, title and interest in, and obligations under the LMT Technology,
      whether now existing or hereafter arising until the date falling eighteen
      (18) months after the Effective Date (the “LMC Intellectual Property
      Assets”), including without limitation the patent applications listed on
      Schedule 1 hereto. Also effective as of the Effective Date, Assignee
      accepts this assignment of the LMC Intellectual Property Assets. Assignor
      hereby assigns, and Assignee hereby assumes, all (i) obligations under
      agreements included in the LMC Intellectual Property Assets and (ii)
      obligations arising as a matter of law with respect to the LMC
      Intellectual Property Assets. The assignment set forth herein shall not
      include the assignment of any rights of Assignor that Assignor acquires on
      or after the Effective Date under and with respect to: (i) the Exclusive
      License Agreement, dated as of the Effective Date, between Assignor and
      Crucible, or (ii) the Amended and Restated and Restated License and
      Technical Support Agreement, dated as of the Effective Date, between
      Assignor and Assignee.

            


    

    


    
      	
              2.

            	
              No Assignment.
      This Assignment may not be assigned by any party without the written
      consent of the other party (which consent may not be unreasonably
      withheld).

            


    

    


    
      	
              3.

            	
              Further
      Assurances. Each party to this Assignment shall execute and deliver
      to each other party all documents, and shall take all actions, reasonably
      required by such other party from time to time to confirm or effect the
      matters set forth in this Assignment, or otherwise to carry out the
      purposes of this Assignment.

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      	
              4.

            	
              Entire
      Agreement. This Assignment, together with the MTA, constitute the
      entire agreement between the parties with respect to the assignment of the
      LMT Technology to Assignee.

            


    

    


    
      	
              5.

            	
              Successors and
      Assigns. This Assignment shall bind, and shall inure to the benefit
      of, the successors and assigns of the parties
  hereto.

            


    

    


    
      	
              6.

            	
              Counterparts.
      This Assignment may be executed in counterparts with the same effect as if
      the parties had executed one instrument, and each such counterpart shall
      constitute an original of this
Assignment.

            


    

    


    
      	
              7.

            	
              Severability.
      No provision of this Assignment that is held to be inoperative,
      unenforceable or invalid shall affect the remaining provisions, and to
      this end all provisions of this Assignment shall be
    severable.

            


    

    


    
      	
              8.

            	
              Governing Law.
      This Assignment shall be governed by and construed in accordance with the
      laws of the State of California without giving effect to any conflict of
      laws principles to the contrary. The parties hereby consent to
      jurisdiction and venue in the appropriate state and Federal courts sitting
      in the Northern District of California in any litigation between them
      arising out of this Assignment. If any provision of this Assignment is
      held to be invalid or unenforceable to any extent in any context, it shall
      nevertheless be enforced to the fullest extent allowed by law in that and
      other contexts, and the validity and force of the remainder of this
      Assignment shall not be affected
thereby.

            


    

    


    
      	
              9.

            	
              Jurisdiction.
      In the event of a dispute, either party may commence litigation in the
      state or federal courts in Santa Clara County, California. The parties
      irrevocably submit to the exclusive jurisdiction of those courts and agree
      that final judgment in any action or proceeding brought in such courts
      will be conclusive and may be enforced in any other jurisdiction upon
      final and conclusive judgment (a certified copy of which will be
      conclusive evidence of the judgment) or in any other manner provided by
      law. Each party irrevocably waives to the fullest extent permitted by
      applicable law (i) any objection it may have to the laying of venue in any
      court referred to above; (ii) any claim that any such action or proceeding
      has been brought in an inconvenient forum; and (iii) any immunity that it
      or its assets may have from any suit, execution, attachment (whether
      provisional or final, in aid of execution, before judgment or otherwise)
      or other legal process.

            


    

    


    
      	
              10.

            	
              Notices. All notices from one
      party to the other required or permitted under this Assignment shall be in
      writing, shall refer specifically to this Assignment, and shall be
      delivered in person, or sent by electronic or facsimile transmission for
      which a confirmation of delivery is obtained, or sent by registered mail
      or express courier services providing evidence of delivery, in each case
      to the recipient party’s respective address set forth on the signature
      page to the MTA (or to such updated address as may be specified in writing
      to the other party from time to time). Such notices will be deemed
      effective as of the date so delivered or on the third business day
      following mailing.

            


    

    


    [signatures
follow]


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    NOW,
THEREFORE, the parties have executed this Assignment as of the date first
written above.

    


    
      
        
          
            
              	 
      	
                      ASSIGNOR:

                    
	 
      	
                      LIQUIDMETAL
      COATINGS, LLC

                    
	 
      	 
      
	 
      	
                      By:

                    	
                      /s/
      Larry Buffington

                    
	 
      	
                      Name:  

                    	
                      LARRY
      BUFFINGTON

                    
	 
      	
                      Title:

                    	
                      PRESIDENT
      / CEO

                    
	 
      	 
      
	 
      	
                      ASSIGNEE:

                    
	 
      	
                      LIQUIDMETAL
      TECHNOLOGIES, INC.

                    
	 
      	 
      
	 
      	
                      By:

                    	
                      /s/
      Tony Chung

                    
	 
      	
                      Name:

                    	
                      Tony
      Chung

                    
	 
      	
                      Title:

                    	
                      Chief
      Financial
Officer

                    


            

          

        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    SCHEDULE
1 TO ASSIGNMENT

    


    Patents
and Patent Applications

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        Grantor

                                      	
                                        Patent

                                      	
                                        Country

                                      	
                                        Date Filed

                                      	
                                        Serial No.

                                      	
                                        Patent

                                        No./Status

                                      	
                                        Issue

                                        Date

                                      
	
                                        Liquidmetal

                                        Coatings,
      LLC

                                      	
                                        Nickel
      Based

                                        Thermal
      Spray

                                        Powder

                                      	
                                        USA

                                      	
                                        2/1/10

                                      	
                                        61,300,318

                                      	
                                        Pending

                                      	
                                        —

                                      
	
                                        Liquidmetal

                                        Coatings,
      LLC

                                      	
                                        Molybdenum-

                                        Containing

                                        Ferrous
      Alloy for

                                        Improved

                                        Thermal
      Spray

                                        Deposition
      and

                                        Hard-Facing

                                      	
                                        USA

                                      	
                                        4/28/10

                                      	
                                        61,315,661

                                      	
                                        Pending

                                      	
                                        —

                                      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    ANNEX
4

    


    LMT
Contribution Agreement


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    CONTRIBUTION
AGREEMENT

    


    THIS
CONTRIBUTION AGREEMENT (the “Agreement”) is dated as of August 5, 2010 (the “Effective
Date”) by and between LIQUIDMETAL
TECHNOLOGIES, INC., a Delaware corporation (“Assignor”), and CRUCIBLE INTELLECTUAL PROPERTY, LLC., a
Delaware limited liability company and wholly owned subsidiary of Assignor
(“Assignee”).

    


    THIS
AGREEMENT is made with reference to the following facts and
circumstances:

    


    A.   Assignor
and Assignee are, with Apple Inc., Assignee, and Liquidmetal Coatings, LLC,
parties to that certain Master Transaction Agreement, dated as of the Effective
Date (“MTA”), pursuant to which Assignor has agreed to
contribute to Assignee all its right, title and interest in and to the LMT
Technology (as defined in the MTA) now existing or hereafter arising until the
date falling eighteen (18) months after the Effective Date, including, without
limitation, all trade secrets and all patent registrations, patent applications,
license agreements, copyright applications and copyright registrations listed on
Schedule 1 hereto.

    


    B.    Assignee
is willing to accept all of Assignor’s right, title and interest in the LMT
Technology.

    


    NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Assignor and Assignee hereby agree as
follows:

    


    
      	
              1.

            	
              Assignment.
      Assignor hereby transfers, conveys and assigns to Assignee, effective as
      of the close of business on the Effective Date, all of Assignor’s right,
      title and interest in the LMT Technology, now existing or hereafter
      arising until the date falling eighteen (18) months after the Effective
      Date, including, without limitation: all trade secrets and all patent
      registrations, patent applications, license agreements, and trademarks
      listed on Schedule 1 hereto. Also effective as of the Effective Date,
      Assignee accepts this assignment of the LMT Technology. In connection with
      the foregoing, Assignor hereby assigns and delegates, and Assignee hereby
      assumes, all (i) obligations under agreements included in the LMT
      Technology and (ii) obligations arising as a matter of law with respect to
      the LMT Technology. It is intended by the parties that the contribution of
      the LMT Technology being made by Assignor to Assignee hereunder will
      qualify as a tax-exempt transaction pursuant to Section 721 of the
      Internal Revenue Code of 1986, as
amended.

            


    

    


    
      	
              2.

            	
              No Assignment.
      This Agreement may not be assigned by any party without the written
      consent of the other party (which consent may not be unreasonably
      withheld).

            


    

    


    
      	
              3.

            	
              Further
      Assurances. Each party to this Agreement shall execute and deliver
      to each other party all documents, and shall take all actions, reasonably
      required by such other party from time to time to confirm or effect the
      matters set forth in this Agreement, or otherwise to carry out the
      purposes of this Agreement.

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      	
              4.

            	
              Entire
      Agreement. This Agreement, together with the MTA, constitute the
      entire agreement between the parties with respect to the assignment of the
      LMT Technology to Assignee.

            


    

    


    
      	
              5.

            	
              Successors and
      Assigns. This Agreement shall bind, and shall inure to the benefit
      of, the successors and assigns of the parties
  hereto.

            


    

    


    
      	
              6.

            	
              Counterparts.
      This Agreement may be executed in counterparts with the same effect as if
      the parties had executed one instrument, and each such counterpart shall
      constitute an original of this
Agreement.

            


    

    


    
      	
              7.

            	
              Severability.
      No provision of this Agreement that is held to be inoperative,
      unenforceable or invalid shall affect the remaining provisions, and to
      this end all provisions of this Agreement shall be
    severable.

            


    

    


    
      	
              8.

            	
              Governing Law.
      This Agreement shall be governed by and construed in accordance with the
      laws of the State of California without giving effect to any conflict of
      laws principles to the contrary. The parties hereby consent to
      jurisdiction and venue in the appropriate state and Federal courts sitting
      in the Northern District of California in any litigation between them
      arising out of this Agreement. If any provision of this Agreement is held
      to be invalid or unenforceable to any extent in any context, it shall
      nevertheless be enforced to the fullest extent allowed by law in that and
      other contexts, and the validity and force of the remainder of this
      Agreement shall not be affected
thereby.

            


    

    


    
      	
              9.

            	
              Jurisdiction.
      In the event of a dispute, either party may commence litigation in the
      state or federal courts in Santa Clara County, California. The parties
      irrevocably submit to the exclusive jurisdiction of those courts and agree
      that final judgment in any action or proceeding brought in such courts
      will be conclusive and may be enforced in any other jurisdiction upon
      final and conclusive judgment (a certified copy of which will be
      conclusive evidence of the judgment) or in any other manner provided by
      law. Each party irrevocably waives to the fullest extent permitted by
      applicable law (i) any objection it may have to the laying of venue in any
      court referred to above; (ii) any claim that any such action or proceeding
      has been brought in an inconvenient forum; and (iii) any immunity that it
      or its assets may have from any suit, execution, attachment (whether
      provisional or final, in aid of execution, before judgment or otherwise)
      or other legal process.

            


    

    


    
      	
              10.

            	
              Notices. All
      notices from one party to the other required or permitted under this
      Agreement shall be in writing, shall refer specifically to this Agreement,
      and shall be delivered in person, or sent by electronic or facsimile
      transmission for which a confirmation of delivery is obtained, or sent by
      registered mail or express courier services providing evidence of
      delivery, in each case to the recipient party’s respective address set
      forth on the signature page to the MTA (or to such updated address as may
      be specified in writing to the other party from time to time). Such
      notices will be deemed effective as of the date so delivered or on the
      third business day following
mailing.

            


    

    


    [signatures
follow]


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

    


    NOW,
THEREFORE, the parties have executed this Contribution Agreement as of the date
first written above.

    


    
      
        
          	 
      	
                  ASSIGNOR:

                
	 
      	
                  LIQUIDMETAL
      TECHNOLOGIES, INC.

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/
      Larry Buffington

                
	 
      	
                  Name:  

                	
                  LARRY
      BUFFINGTON

                
	 
      	
                  Title:

                	
                  PRESIDENT
      / CEO

                
	 
      	 
      	 
      
	 
      	
                  ASSIGNEE:

                
	 
      	
                  CRUCIBLE
      INTELLECTUAL PROPERTY, LLC

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/
      Tony Chung

                
	 
      	
                  Name:

                	
                  Tony
      Chung

                
	 
      	
                  Title:

                	
                  Chief
      Financial Officer

                


        

      

    

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    

    


    SCHEDULE
1 TO AGREEMENT

    


    Patents
and Patent Applications

    


    
      
        
          
            
              
                
                  	
                          Patent

                        	
                          Country

                        	
                          Date

                          Filed

                        	
                          Serial No.

                        	
                          Patent

                          No./Status

                        	
                          Issue

                          Date

                        
	
                          Porous
      Amorphous Alloy for Catalysts

                        	
                          USA

                        	
                          09.10.84

                        	
                          06/649,070

                        	
                          4’608’319

                        	
                          08.26.86

                        
	
                          Data
      Storage Using Amorphous Metallic Storage Medium

                        	
                          USA

                        	
                          11.23.87

                        	
                          07/123,924

                        	
                          4’888’758

                        	
                          12.19.89

                        
	
                          Joining
      Using Bulk Alloys

                        	
                          USA

                        	
                          06.13.94

                        	
                          08/258,766

                        	
                          5’482’580

                        	
                          01.09.96

                        
	
                          Composites
      of Bulk Alloy (Method)

                        	
                          USA

                        	
                          04.06.95

                        	
                          08/417,749

                        	
                          5
      567 251

                        	
                          10.22.96

                        
	
                          Diamond
      Composites of Bulk Alloys

                        	
                          USA

                        	
                          08.01.94

                        	
                          08/284,153

                        	
                          5’567’532

                        	
                          10.22.96

                        
	
                          Die-Casting
      of Bulk Alloys

                        	
                          USA

                        	
                          02.16.96

                        	
                          08/602,899

                        	
                          5’711’363

                        	
                          01.27.98

                        
	
                          Torsional
      Spring of Bulk Alloys

                        	
                          USA

                        	
                          08.26.96

                        	
                          08/702,918

                        	
                          5’772’803

                        	
                          06.30.98

                        
	
                          Casting
      of Zr-base Bulk Alloys

                        	
                          USA

                        	
                          09.30.96

                        	
                          08/720,483

                        	
                          5’797’443

                        	
                          08.25.98

                        
	
                          Composites
      of Bulk Alloys

                        	
                          USA

                        	
                          10.15.96

                        	
                          08/732,546

                        	
                          5’866’254

                        	
                          02.02.99

                        
	
                          Die-Forming
      (Molding) of Bulk Alloys

                        	
                          USA

                        	
                          07.17.96

                        	
                          08/683,319

                        	
                          5’896’642

                        	
                          04.27.99

                        
	
                          Replication
      with Bulk Alloys

                        	
                          USA

                        	
                          07.18.96

                        	
                          08/683,320

                        	
                          5’950’704

                        	
                          09.14.99

                        
	
                          Composite
      Kinetic Energy Penetrator

                        	
                          USA

                        	
                          09.24.97

                        	
                          08/937,096

                        	
                          6’010’580

                        	
                          01.04.00

                        
	
                          Vacuum
      Die-Casting

                        	
                          USA

                        	
                          01.23.98

                        	
                          09/012,347

                        	
                          6’021’840

                        	
                          02.08.00

                        
	
                          Shaped-Charge
      Projectiles

                        	
                          USA

                        	
                          02.27.01

                        	
                          09/796,736

                        	
                          6’446’558

                        	
                          09.10.02

                        
	
                          Yttrium
      Addition

                        	
                          USA

                        	
                          10.31.01

                        	
                          10/020,386

                        	
                          6’682’611

                        	
                          01.27.04

                        
	
                          Golf
      Club Made of Bulk Alloy

                        	
                          USA

                        	
                          10.28.97

                        	
                          08/963,131

                        	
                          6’685’577

                        	
                          12.04.95

                        


                

              

            

          

        

      

    

     

    
      
         


      

      
        4

        
          

        

      

      
         


      

    

    
      


      
        
          
            
              
                	
                        Patent

                      	
                        Country

                      	
                        Date

                        Filed

                      	
                        Serial No.

                      	
                        Patent

                        No./Status

                      	
                        Issue

                        Date

                      
	
                        Metal
      Frame

                      	
                        USA

                      	
                        06.07.02

                      	
                        10/165,466

                      	
                        6’771’490

                      	
                        08.03.04

                      
	
                        Metal
      Frame

                      	
                        UK

                      	
                        06.07.02

                      	
                        02787184.7

                      	
                        1404884

                      	
                        07.11.07

                      
	
                        Metal
      Frame

                      	
                        Germany

                      	
                        06.07.02

                      	
                        60221127.1

                      	
                        60221127

                      	
                        07.11.07

                      
	
                        Metal
      Frame

                      	
                        China

                      	
                        06.07.02

                      	
                        028138414

                      	
                        ZL02813841.4

                      	
                        03.01.06

                      
	
                        Metal
      Frame

                      	
                        Korea

                      	
                        06.07.02

                      	
                        2003-

                        7016092

                      	
                        10-0908420

                      	
                        07.13.09

                      
	
                        Metal
      Frame

                      	
                        India

                      	
                        06.07.02

                      	
                        2091DELNP
      2003

                      	
                        Filed

                      	
                        —

                      
	
                        Joining
      by Casting

                      	
                        USA

                      	
                        07.31.02

                      	
                        10/210,398

                      	
                        6’818’078

                      	
                        11.16.04

                      
	
                        Joining
      by Casting

                      	
                        UK

                      	
                        07.31.02

                      	
                        02761216.7

                      	
                        1415010

                      	
                        01.07.09

                      
	
                        Joining
      by Casting

                      	
                        Germany

                      	
                        07.31.02

                      	
                        02761216.7

                      	
                        60230769.4

                      	
                        01.07.09

                      
	
                        Joining
      by Casting

                      	
                        Italy

                      	
                        07.31.02

                      	
                        48253BE200

                        9

                      	
                        1415010

                      	
                        01.07.09

                      
	
                        Joining
      by Casting

                      	
                        Japan

                      	
                        07.31.02

                      	
                        2003-

                        517329

                      	
                        4243589

                      	
                        12.19.08

                      
	
                        Joining
      by Casting

                      	
                        Korea

                      	
                        07.31.02

                      	
                        2004-

                        7001265

                      	
                        0898657

                      	
                        05.13.09

                      
	
                        Gliding
      Boards

                      	
                        USA

                      	
                        03.07.02

                      	
                        10/093,229

                      	
                        6’843’496

                      	
                        01.18.05

                      
	
                        Gliding
      Boards

                      	
                        Japan

                      	
                        03.07.02

                      	
                        2002-

                        570783

                      	
                        4216604

                      	
                        11.14.08

                      
	
                        Gliding
      Boards

                      	
                        EPO

                      	
                        03.07.02

                      	
                        0270796722

                        122

                      	
                        Filed

                      	
                        —

                      
	
                        Forming
      Molded Articles

                      	
                        USA

                      	
                        09.06.02

                      	
                        10/236,792

                      	
                        6’875’293

                      	
                        04.05.05

                      
	
                        Forming
      Molded Articles

                      	
                        China

                      	
                        09.06.02

                      	
                        028198131

                      	
                        ZL02819813.1

                      	
                        01.17.07

                      
	
                        Forming
      Molded Articles

                      	
                        EPO

                      	
                        09.06.02

                      	
                        027802842

                      	
                        Filed

                      	
                        —

                      
	
                        Forming
      Molded Articles

                      	
                        Japan

                      	
                        09.06.02

                      	
                        2003527141

                      	
                        Filed

                      	
                        —

                      
	
                        Forming
      Molded Articles

                      	
                        Korea

                      	
                        09.06.02

                      	
                        2004700338

                        8

                      	
                        Filed

                      	
                        —

                      
	
                        Cutting
      Tools

                      	
                        USA

                      	
                        03.07.02

                      	
                        10/093,245

                      	
                        6’887’586

                      	
                        05.03.05

                      
	
                        Cutting
      Tools

                      	
                        Japan

                      	
                        03.03,09

                      	
                        2009-

                        049448

                      	
                        Filed

                      	
                        —

                      


              

            

          

        

      

       

      
        
           


        

        
          5

          
            

          

        

        
           


        

      

      


      
        
          
            
              
                	
                        Patent

                      	
                        Country

                      	
                        Date

                        Filed

                      	
                        Serial No.

                      	
                        Patent

                        No./Status

                      	
                        Issue

                        Date

                      
	
                        Cutting
      Tools

                      	
                        China

                      	
                        03.07.02

                      	
                        028080815

                      	
                        ZL02808081.5

                      	
                        04.23.08

                      
	
                        Cutting
      Tools

                      	
                        Korea

                      	
                        03.07.02

                      	
                        2003-

                        7011684

                      	
                        100874694

                      	
                        12.11.08

                      
	
                        Improving
      Bulk Alloys

                      	
                        USA

                      	
                        10.02.02

                      	
                        10/263,965

                      	
                        7’008’490

                      	
                        03.07.06

                      
	
                        Improving
      Bulk Alloys

                      	
                        Japan

                      	
                        10.02.02

                      	
                        2003532717

                      	
                        Filed

                      	
                        —

                      
	
                        Improving
      Bulk Alloys

                      	
                        Korea

                      	
                        10.02.02

                      	
                        2004700498

                        8

                      	
                        Filed

                      	
                        —

                      
	
                        Improving
      Bulk Alloys

                      	
                        China

                      	
                        10.02.02

                      	
                        0282185915

                      	
                        Filed

                      	
                        —

                      
	
                        Thermoplastic
      Casting (TPC)

                      	
                        USA

                      	
                        01.31.03

                      	
                        10/355,490

                      	
                        7’017’645

                      	
                        03.28.06

                      
	
                        Thermoplastic
      Casting (TPC)

                      	
                        EPO

                      	
                        01.31.03

                      	
                        0373510951

                        215

                      	
                        EP1499461

                      	
                        09.02.09

                      
	
                        Thermoplastic
      Casting (TPC)

                      	
                        UK

                      	
                        01.31.03

                      	
                        03735109,5

                        1215

                      	
                        Filed

                      	
                        —

                      
	
                        Thermoplastic
      Casting (TPC)

                      	
                        Germany

                      	
                        01.31.03

                      	
                        03735109.5-

                        1215

                      	
                        Filed

                      	
                        —

                      
	
                        Thermoplastic
      Casting (TPC)

                      	
                        France

                      	
                        01.31.03

                      	
                        03735109.5-

                        1215

                      	
                        Filed

                      	
                        —

                      
	
                        Thermoplastic
      Casting (TPC)

                      	
                        China

                      	
                        01.31.03

                      	
                        038043971

                      	
                        ZL03804397.1

                      	
                        11.02.07

                      
	
                        Thermoplastic
      Casting (TPC)

                      	
                        Japan

                      	
                        01.31.03

                      	
                        20106769

                      	
                        Filed

                      	
                        —

                      
	
                        Thermoplastic
      Casting (TPC)

                      	
                        Korea

                      	
                        01.31.03

                      	
                        2004701190

                        0

                      	
                        Filed

                      	
                        —

                      
	
                        Foamed
      Structures

                      	
                        USA

                      	
                        05.20.03

                      	
                        10/442,707

                      	
                        7’073’560

                      	
                        07.11.06

                      
	
                        Foamed
      Structures

                      	
                        UK

                      	
                        05.20.03

                      	
                        03729048.3

                        2122

                      	
                        1513637

                      	
                        05.12.08

                      
	
                        Foamed
      Structures

                      	
                        Germany

                      	
                        05.20.03

                      	
                        037290483

                      	
                        60319700.0-.08

                      	
                        03.12.08

                      
	
                        Foamed
      Structures

                      	
                        Korea

                      	
                        05.20.03

                      	
                        2004701877

                        3

                      	
                        Filed

                      	
                        —

                      
	
                        Encapsulated
      Ceramic Armor

                      	
                        USA

                      	
                        03.11.03

                      	
                        10/386,728

                      	
                        7,157,158

                      	
                        01.02.07

                      


              

            

          

        

      

       

      
        
           


        

        
          6

          
            

          

        

        
           


        

      

       

      
        
          
            
              
                
                  	
                          Patent

                        	
                          Country

                        	
                          Date

                          Filed

                        	
                          Serial No.

                        	
                          Patent

                          No./Status

                        	
                          Issue

                          Date

                        
	
                          Investment
      Casting of Bulk-Solidifying Amorphous Alloys

                        	
                          USA

                        	
                          09.30.03

                        	
                          10/529,585

                        	
                          7’293’599

                        	
                          11.13.07

                        
	
                          Retractable
      Memory Stick

                        	
                          USA

                        	
                          08.21.06

                        	
                          29/264,947

                        	
                          D563,954

                        	
                          03.11.08

                        
	
                          Golf
      Club Made of Bulk-Solidifying Amorphous Metal

                        	
                          USA

                        	
                          11.25.05

                        	
                          11/288,492

                        	
                          7’357’731

                        	
                          04.15.08

                        
	
                          Jewelry
      Made of Precious Amorphous Alloys and Method of Making
Such

                        	
                          USA

                        	
                          10.05.05

                        	
                          10/534,375

                        	
                          7,412,848

                        	
                          08/19/08

                        
	
                          Amorphous
      Alloy Stents

                        	
                          USA

                        	
                          11.18.03

                        	
                          10/534,374

                        	
                          7,500,987

                        	
                          03/10/09

                        
	
                          Method
      of Making In-Situ Composites Comprising Amorphous Alloys

                        	
                          USA

                        	
                          02.11.04

                        	
                          10/545,123

                        	
                          7,520,944

                        	
                          03/21/09

                        
	
                          Method
      of Making Dense Composites of Bulk-Solidifying Alloys and Articles
      Thereof

                        	
                          USA

                        	
                          06.17.03

                        	
                          10/521,424

                        	
                          7,560,001

                        	
                          7/14/2009

                        
	
                          Continuous
      Casting of Bulk Solidifying Amorphous Alloys

                        	
                          USA

                        	
                          04.14.04

                        	
                          10/552,667

                        	
                          7,575,040

                        	
                          8/18/2009

                        
	
                          Pt-Base
      Bulk Solidifying Amorphous Alloys

                        	
                          USA

                        	
                          12.22.03

                        	
                          10/540,337

                        	
                          7,582,172

                        	
                          9/1/2009

                        
	
                          Continuous
      Casting of Foamed Bulk Amorphous Alloys

                        	
                          USA

                        	
                          04.14.04

                        	
                          10/552,496

                        	
                          7,588,071

                        	
                          9/15/2009

                        
	
                          Continuous
      Casting of Foamed Bulk Amorphous Alloys

                        	
                          Korea

                        	
                          04.14.04

                        	
                          2005-

                          7019638

                        	
                          Filed

                        	
                          —

                        
	
                          Encapsulated
      Ceramic Armour

                        	
                          USA

                        	
                          12.18.06

                        	
                          11/612,328

                        	
                          7,604,876

                        	
                          10/20/2009

                        
	
                          Method
      of Manufacturing Amorphous Metallic Foam

                        	
                          USA

                        	
                          01.20.04

                        	
                          10/542,438

                        	
                          7,621,314

                        	
                          11/24/2009

                        
	
                          Fe-Base
      In-Situ Composite Alloys Comprising Amorphous Phase

                        	
                          USA

                        	
                          10.01.04

                        	
                          10/573,148

                        	
                          7,618,499

                        	
                          11/17/2009

                        


                

              

            

          

        

      

       

      
        
           


        

        
          7

          
            

          

        

        
           


        

      

      


      
        
          
            
              
                	
                        Patent

                      	
                        Country

                      	
                        Date

                        Filed

                      	
                        Serial No.

                      	
                        Patent

                        No./Status

                      	
                        Issue

                        Date

                      
	
                        Antenna
      Structures Made of Bulk-Solidifying Amorphous Alloys

                      	
                        USA

                      	
                        02.17.06

                      	
                        11,844431

                      	
                        Filed

                      	
                        —

                      
	
                        Antenna
      Structures Made of Bulk

                      	
                        UK

                      	
                        02.17.06

                      	
                        07171812

                      	
                        2439852

                      	
                        06/10/2009

                      
	
                        Antenna
      Structures Made of Bulk

                      	
                        China

                      	
                        02.17.06

                      	
                        2006-

                        800088016

                      	
                        Filed

                      	
                        —

                      
	
                        Antenna
      Structures Made of Bulk

                      	
                        India

                      	
                        02.17.06

                      	
                        6490DELM

                        P2007

                      	
                        Filed

                      	
                        —

                      
	
                        Bulk-Solidifying
      Alloys with Improved Mechanical Properties

                      	
                        USA

                      	
                        12.16.05

                      	
                        11,303,844

                      	
                        Filed

                      	
                        —

                      
	
                        High
      Durability Structures of Amorphous Alloy with a Method of
      Forming

                      	
                        USA

                      	
                        08.13.04

                      	
                        10,565,839

                      	
                        Filed

                      	
                        —

                      
	
                        Medical
      Implants

                      	
                        USA

                      	
                        08.19.03

                      	
                        10,524,954

                      	
                        Filed

                      	
                        —

                      
	
                        Medical
      Implants

                      	
                        EPO

                      	
                        08.19.03

                      	
                        03788672.8

                      	
                        Filed

                      	
                        —

                      
	
                        Metallic
      Dental Prostheses Made of Bulk-Solidifying Amorphous Alloys and Articles
      Thereof

                      	
                        USA

                      	
                        08.05.03

                      	
                        10,523,465

                      	
                        Filed

                      	
                        —

                      
	
                        Au-Base
      Bulk Solidifying Amorphous Alloys

                      	
                        USA

                      	
                        10.17.05

                      	
                        11,576,922

                      	
                        Filed

                      	
                        —

                      
	
                        Au-Base
      Amorphous Alloys

                      	
                        EPO

                      	
                        10.17.05

                      	
                        05815431.1

                      	
                        1
      805 337

                      	
                        05.05.10

                      
	
                        Au-Base
      Amorphous Alloys

                      	
                        UK

                      	
                        10.17.05

                      	
                        05815431.1

                      	
                        Filed

                      	
                        —

                      
	
                        Au-Base
      Amorphous Alloys

                      	
                        Germany

                      	
                        10.17.05

                      	
                        05815431.1

                      	
                        60-
2005021136.5

                      	
                        —

                      
	
                        Au-Base
      Amorphous Alloys

                      	
                        France

                      	
                        10.17.05

                      	
                        05815431.1

                      	
                        Filed

                      	
                        —

                      
	
                        Au-Base
      Amorphous Alloys

                      	
                        Switzerland

                      	
                        10.17.05

                      	
                        05815431.1

                      	
                        Filed

                      	
                        —

                      
	
                        Au-Base
      Amorphous Alloys

                      	
                        Netherlands

                      	
                        10.17.05

                      	
                        05815431.1

                      	
                        Filed

                      	
                        —

                      
	
                        Au-Base
      Amorphous Alloys

                      	
                        Austria

                      	
                        10.17.05

                      	
                        05815431.1

                      	
                        Filed

                      	
                        —

                      


              

            

          

        

      

       

      
        
           


        

        
          8

          
            

          

        

        
           


        

      

       

      
        
          
            
              
                	
                        Patent

                      	
                        Country

                      	
                        Date

                        Filed

                      	
                        Serial No.

                      	
                        Patent

                        No./Status

                      	
                        Issue

                        Date

                      
	
                        All-Base
      Amorphous Alloys

                      	
                        Spain

                      	
                        10.17.05

                      	
                        05815431.1

                      	
                        Filed

                      	
                        —

                      
	
                        Au-Base
      Amorphous Alloys

                      	
                        Turkey

                      	
                        10.17.05

                      	
                        05815431.1

                      	
                        Filed

                      	
                        —

                      
	
                        Current
      Collector Plates Made of Bulk-Solidifying Amorphous Alloys

                      	
                        USA

                      	
                        03.18.04

                      	
                        10,548,979

                      	
                        Filed

                      	
                        —

                      
	
                        Current
      Collector Plates Made of Bulk-Solidifying Amorphous Alloys

                      	
                        Japan

                      	
                        10.18.04

                      	
                        2006-

                        507442

                      	
                        Filed

                      	
                        —

                      
	
                        Amorphous
      Alloy Hooks and Methods of Making Such Hooks

                      	
                        USA

                      	
                        10.24.05

                      	
                        11,577,081

                      	
                        Filed

                      	
                        —

                      
	
                        Metallic
      Mirrors Formed from Amorphous Alloys

                      	
                        USA

                      	
                        10.19.05

                      	
                        11,577,052

                      	
                        Filed

                      	
                        —

                      
	
                        Tin-Addition
      to Amorphous Alloy

                      	
                        USA

                      	
                        06.12.09

                      	
                        61,354,620

                      	
                        Filed

                      	
                        —

                      
	
                        Tin-Addition
      to Amorphous Alloy

                      	
                        Korea

                      	
                        07.23.09

                      	
                        200910-

                        2009-

                        0067226

                      	
                        Filed

                      	
                        —

                      
	
                        Amorphous
      Alloy Armor

                      	
                        USA

                      	
                        11.09.09

                      	
                        12,615,097

                      	
                        Filed

                      	
                        —

                      
	
                        Hermetic
      Seal

                      	
                        USA

                      	
                        01.04.10

                      	
                        61,335,294

                      	
                        Filed

                      	
                        —

                      
	
                        Nickel
      Based Thermal Spray Powder Imprint Lithograph with Amorphous Metallic
      Materials

                      	
                        USA

                      	
                        02.01.10

                      	
                        61,300,381

                      	
                        Filed

                      	
                        —

                      
	
                        Thermoplastic
      Forming Methods for Amorphous Alloys

                      	
                        USA

                      	
                        02.17.10

                      	
                        61,338,138

                      	
                        Filed

                      	
                        —

                      
	
                        Ni-Free
      Beryllium Containing Amorphous Alloy

                      	
                        USA

                      	
                        04.28.10

                      	
                        61,329,054

                      	
                        Filed

                      	
                        —

                      
	
                        Molybdenum-Containing
      Ferrous Alloy for Improved Thermal Spray Deposition and Hard
      Facing

                      	
                        USA

                      	
                        03.19.10

                      	
                        61,315,661

                      	
                        Filed

                      	
                        —

                      


              

            

          

        

      

       

      
        
           


        

        
          9

          
            

          

        

        
           


        

      

      


      SCHEDULE
1 TO AGREEMENT (CONTINUED)

      


      Trademarks
and Trademark Applications

      


      
        
          
            
              
                	
                        Ref
      No.

                      	
                        Mark/
      Title

                      	
                        App.
      No./

                        Filing
      Date

                      	
                        Reg
      No./

                        Issue
      Date

                      	
                        Status

                      	
                        Inventors/Goods

                      	
                        U.S./

                        Foreign

                      
	
                        LQUID-002T

                      	
                        LIQUIDMETAL
      (and design)

                      	
                        75/389,648

                        11/13/1997

                      	
                        2,435,529

                        03/13/2001

                      	
                        REGISTERED

                        RENEWAL
      DUE

                        03/13/2011

                      	
                        CLASS
      028: GOLF EQUIPMENT, NAMELY, GOLF CLUBS, GOLF BALLS AND GOLF
      BAGS

                      	
                        U

                      
	
                        LQUID-003T

                      	
                        LIQUIDMETAL
      (stylized)

                      	
                        75/389,645

                        11/13/1997

                      	
                        2,480,241

                        08/21/2001

                      	
                        REGISTERED

                        RENEWAL
      DUE

                        08/21/2011

                      	
                        CLASS
      028: GOLF EQUIPMENT, NAMELY, GOLF CLUBS, GOLF BALLS AND GOLF
      BAGS

                      	
                        U

                      
	
                        LQUID-004T

                      	
                        LIQUIDMETAL
      (and design)

                      	
                        75/358,134

                        09/16/1997

                      	
                        2,312,889

                        02/01/2000

                      	
                        REGISTERED

                        RENEWAL
      DUE

                        02/01/2020

                      	
                        CLASS
      006: AMORPHOUS METALS

                      	
                        U

                      
	
                        LQUID-005T

                      	
                        LIQUIDMETAL
      GOLF (and design)

                      	
                        75/351,059

                        09/03/1997

                      	
                        2,494,583

                        11/02/2001

                      	
                        REGISTERED

                        RENEWAL
      DUE

                        10/02/2011

                      	
                        CLASS
      028: TOYS AND SPORTING GOODS, NAMELY, GOLF CLUBS, GOLF BALLS, GOLF CLUB
      SHAFTS, GOLF GRIPS, GOLF BAGS, TENNIS RACKETS

                      	
                        U

                      
	
                        LQUID-008T

                      	
                        LIQUIDMETAL
      GOLF

                      	
                        75/498,778

                        06/08/98

                      	
                        2,714,787

                        05/13/2003

                      	
                        REGISTERED

                        RENEWAL
      DUE

                        05/13/2013

                      	
                        CLASS
      025: CLOTHING, NAMELY, HATS, PANTS, SHIRTS, SHORTS, SWEATERS, JACKETS AND
      FOOTWEAR

                      	
                        U

                      
	
                        LQUID-013JP
      (Japan)

                      	
                        LIQUIDMETAL
      (and design)

                      	
                        016900/1997

                        02/18/1997

                      	
                        4149191

                        05/22/1998

                      	
                        REGISTERED

                        RENEWAL
      DUE

                        05/22/2018

                      	
                        CLASS
      006: AMORPHOUS METALS

                      	
                        F

                      
	
                        LQUID-013KS
      (South Korea)

                      	
                        LIQUIDMETAL
      (and design)

                      	
                        97-57058

                        12/10/1997

                      	
                        447777

                        05/13/1999

                      	
                        REGISTERED

                        RENEWAL
      DUE

                        05/13/2019

                      	
                        CLASS
      006: ZIRCONIUM AND TITANIUM BASED ALLOYS

                      	
                        F

                      
	
                        LQUID-014HK2
      (Hong Kong)

                      	
                        LIQUIDMETAL
      (and design)

                      	
                        793/2001

                        01/15/2001

                      	
                        B6279/2002

                        05/24/2002

                      	
                        REGISTERED

                        RENEWAL
      DUE

                        01/15/2018

                      	
                        CLASS
      028: GAMES AND PLAYTHINGS, GYMNASTIC AND SPORTING ARTICLES

                      	
                        F

                      
	
                        LQUID-014JP
      (Japan)

                      	
                        LIQUIDMETAL
      (and design)

                      	
                        147446/1997

                        08/07/1997

                      	
                        4496160

                        08/03/2001

                      	
                        REGISTERED

                        RENEWAL
      DUE

                        08/03/2011

                      	
                        CLASS
      028: SPORTING, ATHLETIC AND GYMNASTIC IMPLEMENTS; GAME MACHINES AND
      APPARATUS; GO GAME EQUIPMENT
      (JAPANESE BOARD GAME); SHOGI GAME
      EQUIPMENT (JAPANESE CHESS); DICE; SUGOROKU GAMES (JAPANESE PARCHEESI);
      DICE CUPS; DIAMOND GAMES; CHESS GAMES; CHECKERS; CONJURING APPARATUS;
      DOMINOES; MAHJONG EQUIPMENT; BILLIARD APPARATUS; TOYS; DOLLS; TOYS FOR
      DOMESTIC PETS; WAX FOR SKIS; FISHING TACKLE

                      	
                        F

                      
	
                        LQUID-014KS
      (South Korea)

                      	
                        LIQUIDMETAL
      (and design)

                      	
                        97-57059

                        12/10/1997

                      	
                        446249

                        04/14/1999

                      	
                        REGISTERED

                        RENEWAL
      DUE

                        04/14/2019

                      	
                        CLASS
      028; GOLF CLUBS, GOLF BALLS AND GOLF BAGS

                      	
                        F

                      
	
                        LQUID-014SG
      (Singapore)

                      	
                        LIQUIDMETAL
      (and design)

                      	
                        S115181/97

                        12/15/1997

                      	
                        T97/15181Z

                        12/15/1997

                      	
                        REGISTERED

                        RENEWAL
      DUE

                        12/15/2017

                      	
                        CLASS
      028: SPORTING GOODS

                      	
                        F

                      


              

            

          

        

      

       

      
        
           


        

        
          10

          
            

          

        

        
           


        

      

      


      
        
          
            	
                    LQUID-014TI
      (Taiwan)

                  	
                    LIQUIDMETAL
      (and design)

                  	
                    75/184,482

                    10/21/1996

                  	
                    854224

                    06/01/1999

                  	
                    REGISTERED

                    RENEWAL
      DUE

                    05/31/2019

                  	
                    CLASS
      028: SPORTING GOODS, NAMELY BADMINTON RACKETS, GOLF CLUB HEADS, GOLF CLUB
      SHAFTS, GOLF CLUBS, GOLF CLUB FACE PLATE INSERTS, FIELD HOCKEY STICKS, ICE
      HOCKEY STICKS AND TENNIS RACKETS

                  	
                    F

                  
	
                    LQUID-015AU
      (Australia)

                  	
                    LIQUIDMETAL
      (and design)

                  	
                    750504

                    12/08/1997

                  	
                    750504

                    02/11/2000

                  	
                    REGISTERED

                    RENEWAL
      DUE

                    12/08/2017

                  	
                    CLASS
      028; SPORTING GOODS

                  	
                    F

                  
	
                    LQUID-015CA
      (Canada)

                  	
                    LIQUIDMETAL
      (and design)

                  	
                    864571

                    12/18/1997

                  	
                    517,008

                    09/24/1999

                  	
                    REGISTERED

                    RENEWAL
      DUE

                    09/24/2014

                  	
                    CLASS
      006: AMORPHOUS METALS CLASS 028: SPORTING GOODS, NAMELY GOLF CLUBS, GOLF
      BALLS AND GOLF BAGS

                  	
                    F

                  
	
                    LQUID-015EU
      (Europe)

                  	
                    LIQUIDMETAL
      (and design)

                  	
                    698977

                    12/08/1997

                  	
                    000698977

                    09/01/1999

                  	
                    REGISTERED

                    RENEWAL
      DUE

                    12/08/2017

                  	
                    CLASS
      006: AMORPHOUS METALS CLASS 028: SPORTING GOODS

                  	
                    F

                  
	
                    LQUID-018JP
      (Japan)

                  	
                    LIQUIDMETAL
      (and design)

                  	
                    016901/1997

                    02/18/1997

                  	
                    4149192

                    05/22/1998

                  	
                    REGISTERED

                    RENEWAL
      DUE

                    05/22/2018

                  	
                    CLASS
      006: AMORPHOUS METALS

                  	
                    F

                  
	
                    LQUID-019JP
      (Japan)

                  	
                    LIQUIDMETAL
      GOLF (and design)

                  	
                    0167209/1997

                    10/13/1997

                  	
                    4314788

                    09/10/1999

                  	
                    REGISTERED

                    RENEWAL
      DUE

                    09/10/2019

                  	
                    CLASS
      028: TOYS; SPORTING, ATHLETIC AND GYMNASTIC IMPLEMENTS

                  	
                    F

                  
	
                    LQUID-020JP
      (Japan)

                  	
                    LIQUIDMETAL
      (shaded letters)

                  	
                    147447/1997

                    08/07/1997

                  	
                    4470501

                    04/27/2001

                  	
                    REGISTERED

                    RENEWAL
      DUE

                    04/27/2011

                  	
                    CLASS
      028: SPORTING, ATHLETIC AND GYMNASTIC IMPLEMENTS; GAME MACHINES AND
      APPARATUS; GO GAME EQUIPMENT
      (JAPANESE BOARD GAME); SHOGI GAME
      EQUIPMENT (JAPANESE CHESS); DICE; SUGOROKU GAMES (JAPANESE PARCHEESI);
      DICE CUPS; DIAMOND GAMES; CHESS GAMES; CHECKERS; CONJURING APPARATUS;
      DOMINOES; MAHJONG EQUIPMENT; BILLIARD APPARATUS; TOYS; DOLLS; TOYS FOR
      DOMESTIC PETS; WAX FOR SKIS; FISHING TACKLE

                  	
                    F

                  
	
                    LQUID-027T

                  	
                    LIQUIDMETAL

                  	
                    75/434,845

                    02/17/1998

                  	
                    2,435,558

                    03/13/2001

                  	
                    REGISTERED

                    RENEWAL
      DUE

                    03/13/2011

                  	
                    GLASS
      028: GOLF PRODUCTS, NAMELY GOLF CLUBS, GOLF BALLS AND GOLF
      BAGS

                  	
                    U

                  
	
                    LQUID-051U

                  	
                    LIQUIDMETAL

                  	 
      	
                    107559

                    08/03/2001

                  	
                    CA

                    REGISTERED

                    RENEWAL
      DUE

                    08/23/2011

                  	
                    GOLF
      EQUIPMENT; GOLF PRODUCTS; GOLF CLUBS; TOYS AND SPORTING
    GOODS

                  	
                    U

                  
	
                    LQUID-057AU
      (Australia)

                  	
                    LIQUIDMETAL

                  	
                    946649

                    03/11/2003

                  	
                    946649

                    12/07/2006

                  	
                    REGISTERED

                    RENEWAL
      DUE

                    03/11/2013

                  	
                    CLASS
      028: SPORTING GOODS, NAMELY TENNIS RACKETS, SKIS, SKI POLES AND SNOW
      BOARDS

                  	
                    F

                  
	
                    LQUID-057CA
      (Canada)

                  	
                    LIQUIDMETAL

                  	
                    1,186,331

                    08/012003

                  	
                    666,056

                    06/14/2006

                  	
                    REGISTERED

                    RENEWAL
      DUE

                    06/14/2021

                  	
                    CLASS
      006: AMORPHOUS METALS CLASS 025: WEARING APPAREL, NAMELY SHIRTS, T-SHIRTS,
      SHORTS, PANTS, SWEATSHIRTS, SWEATPANTS, HATS, VISORS, SHOES AND BELTS
      CLASS 028: SPORTING GOODS NAMELY SPORTING KNIVES, TENNIS RACKETS, TENNIS
      BAGS AND TENNIS CASES, GOLF CLUBS, GOLF BALLS AND GOLF
BAGS

                  	
                    F

                  


          

        

      

       

      
        
           


        

        
          11

          
            

          

        

        
           


        

      

      


      
        
          
            	
                    LQUID-057EU
      (Europe)

                  	
                    LIQUIDMETAL

                  	
                    003091501

                    03/11/2003

                  	
                    003091501

                    05/31/2005

                  	
                    REGISTERED

                    RENEWAL
      DUE

                    03/11/2013

                  	
                    CLASS
      008: SPORTING KNIVES CLASS 025: WEARING APPAREL, INCLUDING SHIRTS,
      T-SHIRTS, SHORTS, PANTS, SWEATSHIRTS, SWEATPANTS, HATS, VISORS, SHOES AND
      BELTS CLASS 028: SPORTING GOODS, NAMELY, TENNIS RACKETS; AND MATERIALS
      USED IN SKIS, SKI POLES AND SNOW BOARDS

                  	
                    F

                  
	
                    LQUID-057HK
      (Hong Kong)

                  	
                    LIQUIDMETAL

                  	
                    300057717

                    08/24/2004

                  	 
      	
                    REGISTERED

                    RENEWAL
      DUE

                    08/04/2013

                  	
                    CLASS
      028: SPORTING GOODS, NAMELY, TENNIS RACKETS, SKIS, SKI POLES, SNOWBOARDS,
      TENNIS BAGS, TENNIS CASES, GOLF CLUBS, GOLF BALLS AND GOLF
      BAGS

                  	
                    F

                  
	
                    LQUID-057HU
      (Hungary)

                  	
                    LIQUIDMETAL

                  	
                    M
      03

                    03314

                  	
                    183038

                    12/13/2005

                  	
                    REGISTERED

                    RENEWAL
      DUE

                    08/05/2013

                  	
                    CLASS
      028: SPORTING GOODS, NAMELY, TENNIS RACKETS, TENNIS BAGS, TENNIS CASES,
      SPORTING KNIVES, AND MATERIALS USED IN SKIS, SKI POLES AND
      SNOWBOARDS

                  	
                    F

                  
	
                    LQUID-057PL
      (Poland)

                  	
                    LIQUIDMETAL

                  	
                    Z-268178

                    08/04/2003

                  	
                    176076

                    06/27/2006

                  	
                    REGISTERED

                    RENEWAL
      DUE

                    08/04/2013

                  	
                    CLASS
      028: SPORTING GOODS, TENNIS RACKETS, SKIS, SKI POLES, SNOWBOARDS, SPORTING
      KNIVES, TENNIS BAGS, TENNIS CASES, GOLF CLUBS, GOLF BALLS AND GOLF
      BAGS

                  	
                    F

                  
	
                    LQUID-057MX
      (Mexico)

                  	
                    LIQUIDMETAL

                  	
                    613402

                    08/06/2003

                  	
                    843878

                    07/22/2004

                  	
                    REGISTERED

                    RENEWAL
      DUE

                    08/06/2013

                  	
                    CLASS
      028: SPORTING GOODS, TENNIS RACKETS, SKIS, SKI POLES, SNOWBOARDS, SPORTING
      KNIVES, TENNIS BAGS, TENNIS CASES, GOLF CLUBS, GOLF BALLS AND GOLF
      BAGS

                  	
                    F

                  
	
                    LQUID-057RC2
      (China)

                  	
                    LIQUIDMETAL

                  	
                    6079477

                    05/30/2007

                  	 
      	
                    PENDING

                    APPLICATION

                    REJECTED;

                    FILED

                    RESPONSE
      IN

                    08/2009;
      TAKES

                    APPROX.
      18

                    MONTHS
      TO

                    GET
      DECISION

                  	
                    CLASS
      6: AMORPHOUS METALS, METAL CASTINGS AND METAL HINGES FOR CELLULAR
      PHONES

                  	
                    F

                  


          

        

      

       

      
        
           


        

        
          12

          
            

          

        

        
           


        

      

      


      
        
          
            	
                    LQUID-057RC3
      (China)

                  	
                    LIQUIDMETAL

                  	
                    6079478

                    05/30/2007

                  	 
      	
                    PENDING

                    APPLICATION

                    REJECTED;

                    FILED

                    RESPONSE
      IN

                    08/2009;
      TAKES

                    APPROX.
      18

                    MONTHS
      TO

                    GET
      DECISION

                  	
                    CLASS
      9: CELLULAR TELEPHONES, PERSONAL DATA ASSISTANTS, MP3 PLAYERS, COMPUTER
      MEMORY HARDWARE, PERSONAL DIGITAL ASSISTANTS, PORTABLE LISTENING DEVICES,
      CAMCORDERS, CINEMATOGRAPHIC CAMERAS, PHOTOGRAPHIC CAMERAS, COMPACT DISC
      PLAYERS, COMPUTERS, PRINTERS FOR USE WITH COMPUTERS, MAGNETIC DISKS,
      GAUGES, LOUDSPEAKERS, MEASURING INSTRUMENTS, PORTABLE TELEPHONES,
      PROTECTIVE HELMETS, PROTECTIVE HELMETS FOR SPORTS, RADIOS, VEHICLE RADIOS,
      AUDIO AND VIDEO RECEIVERS, SOUND RECORDING APPARATUS, SPECTACLE FRAMES,
      SPECTACLES/OPTICS, PERSONAL STEREOS, SUNGLASSES, TELEPHONE APPARATUS,
      BULLET-PROOF VESTS, VIDEO TELEPHONES, WORKMAN’S PROTECTIVE FACE-SHIELDS,
      AND PROTECTION DEVICES AGAINST X-RAYS.

                  	
                    F

                  
	
                    LQUID-057RU
      (Russia)

                  	
                    LIQUIDMETAL

                  	
                    2003715095

                    08/05/2003

                  	
                    297443

                    10/31/2005

                  	
                    REGISTERED

                    RENEWAL
      DUE

                    08/05/2013

                  	
                    CLASS
      028: SPORTING GOODS, NAMELY, TENNIS RACKETS, SKIS, SKI POLES, SNOWBOARDS,
      SPORTING KNIVES, TENNIS BAGS AND TENNIS CASES

                  	
                    F

                  
	
                    LQUID-057T

                  	
                    LIQUIDMETAL

                  	
                    78/224,925

                    03/12/2003

                  	
                    3,159,720

                    10/17/2006

                  	
                    REGISTERED

                    8
      & 15 DECL.

                    DUE
      10/17/2012

                  	
                    CLASS
      008: SPORTING KNIVES CLASS 028: SPORTING GOODS, NAMELY, TENNIS RACKETS;
      AND MATERIALS USED IN SKIS, SKI POLES AND SNOW BOARDS

                  	
                    U

                  
	
                    LQUID-058T

                  	
                    LIQUIDMETAL
      (stylized)

                  	
                    78/225,717

                    03/14/2003

                  	
                    3,230,417

                    04/17/2007

                  	
                    REGISTERED

                    8
      & 15 DECL.

                    DUE
      04/17/2013

                  	
                    CLASS
      008: SPORTING KNIVES CLASS 025: WEARING APPAREL, NAMELY, SHIRTS, T-SHIRTS,
      SHORTS, PANTS, SWEATSHIRTS, SWEATPANTS, HATS, VISORS, SHOES AND BELTS
      CLASS 028: SPORTING GOODS, NAMELY, TENNIS RACKETS; AND MATERIALS USED IN
      SKIS, SKI POLES AND SNOW BOARDS

                  	
                    U

                  
	
                    LQUID-059T

                  	
                    PURE
      ENERGY, PERFECT POWER

                  	
                    78/224,935

                    03/12/2003

                  	
                    2,955,613

                    05/24/2005

                  	
                    REGISTERED

                    8
      & 15 DECL.

                    DUE
      05/24/2011

                  	
                    CLASS
      028: SPORTING GOODS, NAMELY TENNIS RACKETS, SKIS, SKI POLES AND SNOW
      BOARDS

                  	
                    U

                  


          

        

      

       

      
        
           


        

        
          13

          
            

          

        

        
           


        

      

       

      
        
          
            	
                    LQUID-064T

                  	
                    LIQUIDMETAL

                  	 
      	 
      	
                    NOT
      FILED

                    AWAITING
      CLIENT

                    INSTRUCTIONS

                  	
                    CLASS
      025: CLOTHING FOR MEN; WOMEN; JUNIORS; AND CHILDREN, NAMELY SHIRTS,
      INCLUDING T-SHIRTS; POLO SHIRTS; CASUAL; DRESS; TOPS, BLOUSES; HALTER
      TOPS; TANK TOPS, SWEATERS, PANTS; INCLUDING CASUAL; SLACKS; AND JEANS,
      SUITS, DRESSES, INCLUDING CASUAL AND EVENING GOWNS, SKIRTS, COATS AND
      JACKETS, INCLUDING BLAZERS, UNIFORMS, SLEEPWEAR, INCLUDING PAJAMAS AND
      NIGHTGOWNS, ROBES, BEACHWEAR AND SWIMWEAR, INCLUDING BATHING SUITS; SWIM
      TRUNKS; BIKINIS; AND WRAPS, HATS, LOUNGEWEAR, INCLUDING SWEATS;
      SWEATSHIRTS AND THE LIKE; UNDERWEAR; INCLUDING BOXERS; BRIEFS, PANTIES AND
      THE LIKE.

                  	
                    U

                  
	
                    LQUID-067T

                  	
                    LIQUIDMETAL

                  	
                    78/507,702

                    18/28/2004

                  	
                    3,610,314

                    04/21/2009

                  	
                    REGISTERED

                    8
      & 15 DECL.

                    DUE
      04/21/2015

                  	
                    CLASS
      006: METAL CASTINGS AND METAL HINGES FOR CELLULAR PHONES CLASS 014:
      JEWELRY

                  	
                    U

                  
	
                    LQUID-069T

                  	
                    LIQUIDMETAL
      (stylized)

                  	
                    78/911,296

                    06/19/2006

                  	
                    3,633,282

                    06/02/2009

                  	
                    REGISTERED

                    8
      & 15 DECL.

                    DUE
      06/02/2015

                  	
                    CLASS
      009: CELLULAR TELEPHONES, PERSONAL DATA ASSISTANTS, MPS PLAYERS, AND
      COMPUTER MEMORY HARDWARE CLASS 014: WATCHES

                  	
                    U

                  
	
                    LQUID-070EU
      (Europe)

                  	
                    LIQUIDMETAL

                  	
                    005157359

                    06/23/2006

                  	
                    005157359

                    08/29/2007

                  	
                    REGISTERED

                    RENEWAL

                    DUE:
      06/23/2016

                  	
                    CLASS
      009: PERSONAL DIGITAL ASSISTANTS, PORTABLE LISTENING DEVICES, CAMCORDERS,
      CINEMATOGRAPHIC CAMERAS, PHOTOGRAPHIC CAMERAS, COMPACT DISC PLAYERS,
      COMPUTERS, PRINTERS FOR USE WITH COMPUTERS, MAGNETIC DISKS, GAUGES,
      LOUDSPEAKERS, MEASURING INSTRUMENTS, PORTABLE TELEPHONES, PROTECTIVE
      HELMETS, PROTECTIVE HELMETS FOR SPORTS, RADIOS, VEHICLE RADIOS, AUDIO AND
      VIDEO RECEIVERS, SOUND RECORDING APPARATUS, SPECTACLE FRAMES,
      SPECTACLES/OPTICS, PERSONAL STEREOS, SUNGLASSES, TELEPHONE APPARATUS,
      BULLET-PROOF VESTS, VIDEO TELEPHONES, WORKMAN’S PROTECTIVE FACE-SHIELDS,
      AND PROTECTION DEVICES AGAINST X-RAYS CLASS 010: MEDICAL DEVICES, NAMELY,
      HIP JOINT ORTHOPEDIC IMPLANTS AND KNEE BRACES; DENTAL INSTRUMENTS, NAMELY,
      PICKS, BURRS AND MIRRORS. CLASS 014: WATCHES, CLOCKS AND
      JEWELRY

                  	
                    F

                  


          

        

      


      
        
           


        

        
          14

          
            

          

        

        
           


        

      

       

      
        
          
            	
                    LQUID-070HK
      (Hong Kong)

                  	
                    LIQUIDMETAL

                  	
                    301217330

                    10/09/2008

                  	 
      	
                    PENDING

                    APPLICATION

                    PUBLISHED;

                    AWAITING

                    CERTIFICATE

                    OF

                    REGISTRATION

                  	
                    CLASS
      14: WATCHES, CLOCKS AND JEWELRY

                  	
                    F

                  
	
                    LQUID-070JP
      (Japan)

                  	
                    LIQUIDMETAL

                  	
                    2008-84917

                    10/20/2008

                  	
                    5233668

                    05/22/2009

                  	
                    REGISTERED

                    RENEWAL

                    DUE:
      0/22/2019

                  	
                    CLASS
      14: WATCHES, CLOCKS AND JEWELRY

                  	
                    F

                  


          

        

      

       

      
        
           


        

        
          15

          
            

          

        

        
           


        

      

    

     

    SCHEDULE
1 TO AGREEMENT (CONTINUED)

     

    License
Agreements

     

    Amended
and Restated License Agreement, dated September 1, 2001, by and between
California Institute of Technology and Assignor.


    
      
         


      

      
        16

        
          

        

      

      
         


      

    

     

    ANNEX
5

     

    Payoff
Letter


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    FORM
OF PAYOFF LETTER

     

    July 20,
2010

    


    
      
        
          
            	
                    Liquidmetal
      Technologies, Inc. (“LMT”)

                  	 
      	
                    WC
      Collateral Agent LLC

                  
	
                    30452
      Esperanza

                  	 
      	
                    450
      Seventh Avenue, Suite 509

                  
	
                    Rancho
      Santa Margarita, CA 92688

                  	 
      	
                    New
      York, NY 10123

                  
	
                    Attention:
      Tony Chung

                  	 
      	
                    Attention:
      Dwight Mamanteo

                  
	
                    (“tony.chung@liquidmetal.com)

                  	 
      	
                    (dwight@wynnefieldcapital.com)

                  


          

        

      

    

     

    
      	
              Re:

            	
              Payoff
      of the 8% Senior Secured Convertible Note (the “Note”) dated May 1, 2009
      by LMT in favor of ____________
(“Creditor”)

            


    

     

    Dear LMT
Management:

     

    LMT has
offered to pay Creditor in full of all indebtedness of LMT under the Note on
July 23, 2010 (the
“Payoff Date”).

     

    Upon
receipt of (i) immediately available funds in the amount of _____________ (the
“Payoff Amount”), representing
all unpaid principal, interest, fees, costs and expenses under the Note, as
fully set forth on attached Exhibit A, and (ii) a fully executed counterpart to
this letter:

     

    1.           All
indebtedness to Creditor under the Note for principal, interest, fees, charges,
costs, expenses and all other amounts shall have been paid in full.

     

    2.           Creditor’s
security interest in all of LMT’s and LMT’s subsidiaries’ property shall
automatically be released, terminated and satisfied, and Creditor shall execute
and deliver (and hereby authorizes and directs, WC Collateral Agent LLC, as
collateral agent for Creditor’s security interest, to execute and deliver) such
releases, termination statements or directions to terminate as LMT may
reasonably request, which must be prepared and filed by LMT at LMT’s sole cost
and expense.

     

    3.           LMT
is authorized by Creditor to file UCC termination statements to terminate
Creditor’s security interest in LMT’s personal property Collateral.

     

    4.           The
Note, each agreement executed pursuant thereto, and each credit facility
extended by Creditor thereunder shall be terminated and the obligations of each
party thereunder shall cease to be of any further force or effect.

     

    The
Payoff Amount should be sent as follows:

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    Bank
      Name:

                                  	 
      	 
      
	
                                    Bank
      Address:

                                  	 
      	 
      
	
                                    Bank
      Phone #:

                                  	 
      	 
      
	
                                    Account
      Name:

                                  	 
      	 
      
	
                                    Swift
      code:

                                  	 
      	 
      
	
                                    Routing
      #:

                                  	 
      	 
      
	
                                    Account
      #:

                                  	 
      	 
      


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    5.           Creditor
shall concurrently herewith deliver (i) the original Note (or an affidavit and
indemnity of lost note in a form reasonably acceptable to the Debtor) to WC
Collateral Agent LLC pursuant to the escrow letter provided by the Debtor, and
(ii) and a copy of such escrow letter, signed by Creditor, to WC Collateral
Agent LLC and to the Debtor.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    6.           Creditor
shall confirm to LMT and WC Collateral Agent LLC that it has received payment in
full of the Payoff Amount (as such amount may be increased as set forth
below).

     

    7.           Creditor
understands that the information contained in this letter is non-public
information.

     

    By
executing and delivering a copy of this letter to LMT, Creditor hereby
represents and warrants that it holds all right, title and interest in and to
the Note and all payments of principal, interest, fees and other charges
thereunder, in each case, free and clear of all interests therein securing an
obligation owed by Creditor, or any claim against Creditor, whether such
interest is based on common law, statute or contract, including liens, security
interests, pledges, hypothecations, statutory trusts and other encumbrances
affecting the Note. Creditor shall defend, indemnify and hold LMT harmless from
and against any and all liability, loss, expense (including, without limitation,
attorneys’ fees’) or claims incurred by LMT as a result of the foregoing
representation and warranty being inaccurate.

     

    In the
event that Creditor does not receive the Payoff Amount in immediately available
funds on or before the Payoff Date, an additional per diem amount of __________
shall be added to the Payoff Amount for accrued interest. In the event that
Creditor does not receive the Payoff Amount in immediately available funds on or
before 5:00 p.m. (Eastern Daylight Time) on August 31, 2010, then this letter
will automatically terminate and be void and of no further force and
effect.

     

    Creditor
hereby absolutely and unconditionally releases and forever discharges LMT, and
any and all participants, parent corporations, subsidiary corporations,
affiliated corporations, insurers, indemnitors, successors and assigns thereof,
together with all of the present and former directors, officers, agents and
employees of any of the foregoing, from any and all claims, demands or causes of
action of any kind, nature or description, whether arising in law or equity or
upon contract or tort or under any state or federal law or otherwise, which
Creditor has had, now has or has made claim to have against any such person for
or by reason of any act, omission, matter, cause or thing whatsoever arising
from the beginning of time to and including the date of this letter, whether
such claims, demands and causes of action are matured or unmatured or known or
unknown. It is the intention of Creditor in providing this release that the same
shall be effective as a bar to each and every claim, demand and cause of action
specified, and in furtherance of this intention it waives and relinquishes all
rights and benefits under Section 1542 of the Civil Code of the State of
Califoria, which provides:

     

    “A
GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH
IF KNOWN BY HIM OR HER MIGHT HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH
THE DEBTOR.”

     

    Creditor
acknowledges that it may hereafter discover facts different from or in addition
to those now known or believed to be true with respect to such claims, demands,
or causes of action and agree that this instrument shall be and remain effective
in all respects notwithstanding any such differences or additional facts.
Creditor understands, acknowledges and agrees that the release set forth above
may be pleaded as a full and complete defense and may be used as a basis for an
injunction against any action, suit or other proceeding which may be instituted,
prosecuted or attempted in breach of the provisions of such release.
Notwithstanding anything herein to the contrary, nothing in the foregoing
release will release Debtor from any obligations that it may have to Creditor
under the terms of the Series A Preferred Stock and Warrants of the Debtor held
by the Creditor.

     

    This
Payoff Letter shall be governed by and construed in accordance with the laws of
the State of California without giving effect to any conflict of laws principles
to the contrary. The parties hereby consent to jurisdiction and venue in the
appropriate state and Federal courts sitting in the Northern District of
California in any litigation between them arising out of this Payoff
Letter.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    This
letter may be signed and exchanged in counterparts, all of which when taken
together shall constitute one and the same agreement. Signature by facsimile
will also bind the parties to this letter.

    


    
      
        
          
            
              
                
                  
                    
                      
                        	 	
                                Very
      truly yours,

                              	 
      
	 	 
      	 
      	 
      
	 	 
      	 
      
	 	 
      	 
      	 
      
	 	
                                By:

                              	 
      	 
      
	 	
                                Name:

                              	 
      	 
      
	 	
                                Title:

                              	 
      	 
      


                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
          	
                  ACKNOWLEDGED
      AND AGREED TO:

                	 
	 
      	 
      	 
	
                  LIQUIDMETAL
      TECHNOLOGIES, INC.

                	 
	 
      	 
      	 
	
                  By

                	 
      	 
	 
      	
                  Name:

                	 
	 
      	
                  Title:

                	 


        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Exhibit
A

    


    
      	
              Principal

            	 
      
	 
      	 
      
	
              Interest

            	 
      
	 
      	 
      
	
              TOTAL

            	 
      


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    ANNEX
6

    


    Apple
License


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    CONFIDENTIAL

     

    EXCLUSIVE
LICENSE AGREEMENT


     

    This
Exclusive License Agreement (“Agreement”) is entered into as of August 5, 2010,
by and between Apple Inc., a California corporation having an address of 1
Infinite Loop, Cupertino, CA 95014 (“Apple”), and Crucible Intellectual
Property, a Delaware limited liability company having an address of 31441 Santa
Margarita Pkwy., Suite A #247, Rancho Santa Margarita, California 92688
(“Crucible”). Either Apple or Crucible may be referred to individually herein as
a “Party”, and Apple and Crucible may be referred to collectively herein as the
“Parties”.

     

    RECITALS

     

    WHEREAS, Apple, LMT, LMC and
Crucible have entered into that certain Master Transaction Agreement, dated as
of August 5, 2020 (“MTA”) and this Agreement is entered into pursuant the
MTA.

     

    NOW THEREFORE,
the Parties hereby agree as follows:

    


    ARTICLE
1

    DEFINITIONS

     

    Unless a
term is defined in this Agreement, all defined terms shall have the meanings
specified in the Master Transaction Agreement.

     

    
      	
              1.1.

            	
              “Agreement” shall mean
      this License Agreement.

            


    

     

    
      	
              1.2.

            	
              “Subsidiary” with
      respect to a Party shall mean any corporation, partnership or other
      entity, now or hereafter, (i) greater than fifty percent (50%) of whose
      outstanding shares or securities entitled to vote for the election of
      directors or similar managing authority is directly or indirectly owned or
      controlled by a Party hereto, or (ii) a beneficial interest of greater
      than fifty percent (50%) coupled with ownership or control (either direct
      or indirect) of greater than fifty percent (50%) of
      whatever interest represents the right to make executive and/or
      operational decisions for such entity; provided, however, that in each
      case such corporation, partnership or other entity shall be deemed to be a
      Subsidiary only so long as all requisite conditions of being a Subsidiary
      are met.

            


    

     

    
      	
              1.3

            	
              “Effective Date” shall
      mean the date of this Agreement.

            


    

     

    
      	
              1.4

            	
              “Licensed Products”
      shall mean any product made or sold by or on behalf of Apple Inc.
      in the field of use of Consumer Electronic
  Products.

            


    

     

    
      	
              1.5

            	
              “Licensees” shall mean
      and include individually and collectively Apple, and any Subsidiary
      thereof

            


    

     

    
      	
              1.6

            	
              “Licensor” shall mean
      Crucible.

            


    


    
      
         


      

      
        - 1
-

        
          

        

      

      
         


      

    

     

    CONFIDENTIAL

     

    ARTICLE 2

    GRANT,
PAYMENT, and ENFORCEMENT OF RIGHTS

     

    
      	
              2.1

            	
              Exclusive License Grant.
      Licensor grants to Licensee a fully paid-up,
      royalty-free,irrevocable, perpetual, worldwide exclusive license and
      sublicense, with the right to grant sublicenses, under the LMT Technology
      in the exclusive field of use of Consumer Electronic Products, to use,
      reproduce, publish, display, distribute, perform, exploit and disclose the
      LMT Technology and to make and have made, assemble and have assembled,
      use, sell, offer to sell, import and offer to import, license and offer to
      license, distribute and offer to distribute, repair, reconstruct,
      practice, and maintain Licensed Products, and in connection with its
      exercise of the foregoing license, to perform any act or step that
      incorporates, utilizes, embodies or reflects the LMT Technology, including
      without limitation any such activities that would, absent a license,
      subject a person or other legal entity to a claim of direct infringement,
      contributory infringement, inducing infringement, or any other type of
      infringement. Licensor expressly forfeits the right to use, reproduce,
      publish, display, distribute, perform, exploit and disclose the LMT
      Technology in the exclusive field of use of Consumer Electronic Products.
      Licensee’s exclusive rights in the field of use of Consumer Electronic
      Products shall be subject to the rights granted to LMT in Section 2.2 of
      the LMT License Agreement.

            


    

     

    
      	
              2.2

            	
              Payment Terms. In
      consideration of the licenses granted by Licensor hereunder, Apple will
      pay to or on behalf of Licensor (a) an
      aggregate amount equal to $[*]
      (the “Initial Payment”) on the Effective Date
      and (b) a final payment in an amount equivalent to $[*] less the Initial
      Payment and repayment to Apple of $[*] in advances made to
      LMT prior to the date of this Agreement (the “Final Payment”), which shall
      be payable ninety (90) days after the Closing Date conditioned on LMT’s
      full and complete compliance with its obligations under the Statement of
      Work entitled “LMT-Apple Initial Support Period” under Technology
      Development Agreement of even date herewith between LMT and Apple. The
      Initial Payment will be deemed to be distributed by Licensor to LMT and
      will be paid by Licensee directly to selected creditors of LMT and LMT in
      accordance with the Escrow Agreement of even date herewith among U.S.
      Bank, Licensor, Licensee, and LMT. The Final Payment will be paid directly
      by Licensee to LMT and will be deemed to be a distribution by Licensor to
      LMT.

            


    

     

     

    
       

       

       

      
        
          
            

          

        

        
          	
                  [*]
      =

                	
                  CERTAIN
      CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS
      AND AN ASTERISK, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES
      AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE
      ACT OF 1934, AS AMENDED.

                


        

      

       

    

    
      
         


      

      
        - 2
-

        
          

        

      

      
         


      

    

     

    
      CONFIDENTIAL

    

     

    
      	
              2.3

            	
              Enforcement of Rights.
      Licensor grants to Licensee the exclusive right for enforcement of
      the Intellectual Property Rights of
      the LMT Technology in the field of use of Consumer
      Electronic Products. Licensee shall pay all fees associated with the
      enforcement of Intellectual Property Rights. Licensee may have the right
      to take reasonable steps to enforce such Intellectual Property Rights
      against any infringement of such Intellectual Property Rights. Licensee
      may: (a) bring actions for enforcement in its own name (where allowed by
      law), and (b) have unrestricted right to choose strategy and direct any
      enforcement action. Licensee has the sole and exclusive right to agree to
      settlement of the enforcement action. Licensee shall be entitled to any
      monetary recovery from such enforcement action whether from settlement,
      judgement or otherwise. Licensor shall assist Licensee in bringing an
      enforcement action, including, where necessary, executing whatever
      documents are necessary to afford to Licensee the opportunity to bring the
      action for enforcement. The Parties shall bear their own costs associated
      with any such enforcement action. In the event that Licensee cannot bring
      the enforcement action in Licensee’s name, Licensee has the right to
      either join the Licensor as a party in the enforcement action or to have
      the enforcement action brought in the name of the Licensor. In connection
      therewith, Licensee shall: i) have the unestricted right to choose
      strategy and direct of the enforcement action; ii) have the sole and
      exclusive right to agree to settlement of the enforcement action; and iii)
      be entitled to any monetary recovery from such enforcement action whether
      from settlement, judgment or otherwise. The Parties shall bear their own
      costs associated with such enforcement action, subject to, if the Licensee
      receives monetary recovery as a result of the enforcement action, the
      Licensee shall reimburse the Licensor for Licensor’s reasonable costs out
      of the monetary recovery. In the event that Licensee should decide not to
      enforce its rights related to the LMT Technology, then Licensee shall
      afford to Licensor the opportunity to bring an action for enforcement at
      its own cost and expense, and to choose strategy and direction of such an
      action, in which case Licensor shall be entitled to the entire monetary
      recovery. Notwithstanding the foregoing, either Party may be represented
      by counsel in any enforcement action, and shall bear its costs associated
      therewith; however, such costs (including counsel fees) shall not be
      reimbursable by the other Party, unless otherwise agreed by the Parties.
      In the event that any enforcement action involves products both inside and
      outside of the field of Consumer Electronic Products, then Licensor and
      Licensee shall cooperate in good faith to allocate the costs and recovery
      associated with such action in proportion to the relative value of the
      action to the parties.

            


    

     

    
      	
              2.4

            	
              Release. Licensor on
      behalf of itself and its Affiliates, successors and assigns, hereby
      releases, acquits and forever discharges Licensee, its Affiliates, and all
      of their respective current and former predecessors, successors, agents,
      attorneys, insurers, servants, distributors, retailers, resellers,
      manufacturers, suppliers, employees, officers, directors, users, and
      customers from any and all claims of infringement and misappropriation of
      the LMT Technology, that occurred prior to the Effective
    Date.

            


    

     

    
      
        	
                2.5

              	
                Trademark
      Usage. In the event that
      Licensee desires to utilize the Liquidmetal®
      trademark, or any other trademark or service mark included
      in the LMT Technology (collectively, the “Trademark”), then Licensee will
      comply with the following restrictions with respect to its use of the
      Trademark: (i) all stylized use of the Trademark shall be solely in the
      original logotype identified by Licensor, except as otherwise agreed in
      writing by Licensor, (ii) Licensee agrees not to affix the Trademark to
      products other than the Licensed Products, (iii) Licensee will not utilize
      the Trademark to refer to any materials other than amorphous metal alloys
      or composite materials included within the LMT Technology, (iv) Licensee
      agrees not to modify Trademark or change the appearance of any stylized or
      logo form of the Trademark, and (v) the “®” icon shall always follow the
      Trademark, and (v) Licensee agrees not to take any other action that would
      be reasonably expected to undermine the enforceability of the
      Trademark.

              


      

    

     

    
      
         


      

      
        - 3
-

        
          

        

      

      
         


      

    

     

    
      CONFIDENTIAL

    

     

    
      	
              2.6

            	
              Subordination of Security
      Interest. Crucible has granted Apple a security interest in all of
      its assets, including, without limitation, the LMT Technology which is
      licensed to Apple pursuant to this Agreement. Crucible hereby agrees that
      in the event such security interest shall be enforced and, as a result of
      such enforcement, any of the LMT Technology shall be transferred to any
      person or entity, (a) such person or entity shall acquire or otherwise
      receive such LMT Technology subject to all rights, powers and privileges
      of Apple under this Agreement, (b) such acquirer may not interfere with or
      disturb Apple’s use and enjoyment of such rights, powers and privileges,
      and (c) this Agreement shall continue in full force and effect as if such
      security interest had not been granted or
  enforced.

            


    

     

    ARTICLE
3

    CONFIDENTIALITY


     

    
      	
              3.1

            	
              The
      terms and existence of this Agreement shall be treated as Confidential
      Information pursuant to the Apple Inc. Confidentiality Agreement, executed
      on April 30, 2010 by Apple Inc. and
LMT.

            


    

    


    ARTICLE
4

    TERM
AND COVENANT NOT TO SUE


     

    
      
        	
                4.1

              	
                Term. The term of this
      Agreement commences on the Effective Date and shall continue in
      perpetuity.

              


      

    

     

    
      	
              4.2

            	
              Rejection. Should
      Licensor reject this license under section 365(n) of the Bankruptcy Code,
      Licensee may treat the license as terminated, in which case licensee shall
      have a claim for damages against Licensor equal to all amounts paid by
      Apple to or on behalf of LMT, LMC and Crucible pursuant to all Transaction
      Documents plus interest thereon from the date of such payment until the
      date on which Apple recovers payment in full of from the defaulting LMT
      party (or, if LMT is not the defaulting LMT party, LMT pursuant to Section
      14 of the MTA) all damages hereunder and under the other Transaction
      Documents at a rate per annum equal to the greater of (i) 10% or (ii)
      “prime rate” as reported in The Wall Street Journal
      in effect from time to time plus two percent. Alternatively,
      Licensee may elect, under section 365(n) to continue as licensee under
      this Agreement, and shall only be responsible for the payment of the fees
      identified in Section 2.2
above.

            


    


    
      
         


      

      
        - 4
-

        
          

        

      

      
         


      

    

     

    
      CONFIDENTIAL

    

     

    
      
        	
                4.3

              	
                Covenant Not to Sue.
      Licensor, on behalf of itself and its respective heirs, executors,
      successors, assigns, agents and all other persons and entities associated
      with either of them, covenants that it will not at any time, whether now
      or in the future, sue, file, assist, or participate in, or cause, assert,
      or induce any other person or entity to sue, file, assert, or participate
      in any claim or allegation against any of the following for infringement
      of Intellectual Property Rights of any of the LMT Technology: (i)
      Licensee; or (ii) their respective past, present and future owners,
      shareholders, parents, subsidiaries, successors, assigns, divisions,
      units, officers, directors, employees, agents, attorneys, or
      representatives, or (iii) their respective past, present and future direct
      and indirect vendors, suppliers, manufacturers, distributors, customers,
      or end users (collectively, “Licensee-Related Entities”) in connection with any act by
      a Licensee-Related Entity at the direction of or on behalf of Apple
      related to or in connection with any Apple-branded or Apple-licensed
      product. This covenant not to sue does not inure to the benefit of any
      third parties for their conduct that is unrelated to Licensees. For
      purposes of this paragraph, the grant to LMT or LMC of an exclusive
      license under the LMT Technology in a field other than Consumer Electronic
      Products shall not be a violation of this paragraph, even if LMT or LMC is
      granted, as a part of such exclusive license, the right to sue or
      otherwise assert infringement claims with respect to such Intellectual
      Property Rights. Further, Crucible shall not be in breach of this
      subsection if Crucible participates as a party in any litigation
      proceedings where any of the Intellectual Property Rights included in the
      LMT Technology are asserted by another party against Apple, provided that
      a court of competent jurisdiction shall have ruled that Crucible’s
      participation as a party is necessary to such proceedings and shall have
      ordered Crucible to participate as a
party.

              


      

    

     

    
      	
              4.4

            	
              Grant-Back of License.
      Crucible has no right to transfer, assign, sell, convey or
      otherwise dispose of, any of the LMT Technology and/or the Intellectual
      Property related thereto. If for any reason, Crucible transfers, assigns,
      sells, conveys or otherwise disposes of, any of the LMT Technology and/or
      the Intellectual Property related thereto, Crucible shall grant Apple a
      fully paid-up, royalty-free, irrevocable perpetual, worldwide,
      nonexclusive license and sublicense, with the right to grant sublicense,
      under the LMT Technology to use, reproduce, publish, display, distribute,
      perform, exploit and disclose the LMT Technology and to make and have
      made, assemble and have assembled, use, sell, offer to sell, import and
      offer to import, license and offer to license, distribute and offer to
      distribute, repair, reconstruct, practice, and maintain Licensed Products,
      and perform any act or step that incorporates, utilizes, embodies or
      reflects the LMT Technology, including, without limitation, any such
      activities that would, absent a license, subject a person or other legal
      entity to a claim of direct infringement, contributory infringement,
      inducing infringement, or any other type of infringement. If the
      nonexclusive license described herein cannot be granted, the transfer,
      assignment, sale, conveyance of disposing of the LMT Technology and/or the
      Intellectual Property related thereto by the Crucible shall be void ab
    initio.

            


    


    
      
         


      

      
        - 5
-

        
          

        

      

      
         


      

    

     

    
      CONFIDENTIAL

    

     

    
      	
              4.5

            	
              Licensor Obligations.
      Crucible shall (a) fully perform all obligations and discharge all
      liabilities under any licenses, sublicenses and other agreements included
      in the LMT Technology as and when the same are to be performed; (b)
      without limiting the generality of the foregoing, pay, prior to
      delinquency, all insurance premiums, taxes, charges, liens and assessments
      against the LMT Technology and all amounts that become due and payable
      under any trade secrets, licenses, sublicenses and other agreements
      included in the LMT Technology; (c) promptly provide Apple with copies of
      all invoices received with respect to payments described in the preceding
      clause (b) and notice of any payments made pursuant to this Section 4.5
      upon making such payment, and upon request of Apple, provide copies of
      documents as may be reasonably necessary or advisable to confirm that
      Crucible has performed the obligations set forth in this Section 4.5; (d)
      promptly following receipt thereof, deliver copies of all notices alleging
      any breach or default under or asserting any adverse claim in respect of
      any trade secrets, licenses, sublicenses and other agreements included in
      the LMT Technology; and (e) upon request from Apple, provide Apple with
      reasonably detailed reports and copies of documents as may be reasonably
      necessary or advisable to confirm that Crucible has performed the
      foregoing obligations. Crucible hereby irrevocably appoints Apple its true
      attorney in fact to perform any of the following powers, which are coupled
      with an interest, until termination of this Agreement and may be exercised
      from time to time by Apple’s officers and employees, or any of them to
      perform any obligation of Crucible under this Section 4.5, in Crucible’s
      name or otherwise.

            


    

    


    ARTICLE
5

    MISCELLANEOUS
PROVISIONS


     

    
      	
              5.1.

            	
              All
      notices from one party to the other required or permitted under this
      Agreement shall be in writing, shall refer specifically to this Agreement,
      and shall be delivered in person, or sent by electronic or facsimile
      transmission for which a confirmation of delivery is obtained, or sent by
      registered mail or express courier services providing evidence of
      delivery, in each case to the recipient party’s respective address set
      forth on the signature page hereof (or to such updated address as may be
      specified in writing to the other party from time to time). Such notices
      will be deemed effective as of the date so delivered or on the third
      business day following mailing.

            


    

     

    
      	
              5.2

            	
              Licensor
      shall not assign, transfer, subcontract or otherwise delegate any of its
      obligations under this Agreement without Apple’s prior written consent in
      each instance. Any attempted assignment, transfer, subcontracting or other
      delegation without such consent shall be void and shall constitute a
      breach of this Agreement. Subject to the foregoing, this Agreement shall
      inure to the benefit of the parties’ successors and
    assigns.

            


    

     

    
      	
              5.3

            	
              Licensor
      acknowledges that any breach of this Agreement by it may cause irreparable
      harm to Apple or its affiliates and that the remedies for breach may
      include injunctive relief against such breach, in addition to damages and
      other available remedies. The prevailing party shall be entitled to the
      award of its reasonable attorneys’ fees in any action to enforce this
      Agreement.

            


    


    
      
         


      

      
        - 6
-

        
          

        

      

      
         


      

    

     

    
      CONFIDENTIAL

    

     

    
      	
              5.4

            	
              This
      Agreement, including any recitals, terms, conditions, and provisions
      herein, and all exhibits attached hereto and referenced herein,
      constitutes the entire agreement between the parties relating to the
      subject matter hereof and supersedes and cancels all other prior
      agreements and understandings of the parties in connection with subject
      matter. The headings or titles in this Agreement are for purposes of
      reference only and shall not in any way affect the interpretation or
      construction of this Agreement.

            


    

     

    
      	
              5.5

            	
              No
      waiver of any of the provisions of this Agreement shall be valid unless in
      a written document, signed by the party against whom such a waiver is
      sought to be enforced, nor shall failure to enforce any right hereunder
      constitute a continuing waiver of the same or a waiver of any other right
      hereunder. All amendments of this Agreement shall be made in writing and
      signed by both parties, and no oral amendment shall be binding on the
      parties.

            


    

     

    
      	
              5.6

            	
              This
      Agreement shall be governed by and construed in accordance with the laws
      of the State of California without giving effect to any conflict of laws
      principles to the contrary. The parties hereby consent to jurisdiction and
      venue in the appropriate state and Federal courts sitting in the Northern
      District of California in any litigation between them arising out of this
      Agreement. If any provision of this Agreement is held to be invalid or
      unenforceable to any extent in any context, it shall nevertheless be
      enforced to the fullest extent allowed by law in that and other contexts,
      and the validity and force of the remainder of this Agreement shall not be
      affected thereby.

            


    

     

    
      	
              5.7

            	
              The
      Parties have had the opportunity to negotiate the terms of this Agreement,
      and no Party shall be deemed the drafter of all or any portion of this
      Agreement for purposes of interpretation. The terms of this Agreement
      shall be binding and shall be strictly construed in any proceeding
      relating or pertaining to this Agreement. Without affecting the
      obligations of the Parties otherwise expressed, the term “shall” when used
      in connection with any act or obligation to be undertaken means an
      affirmative obligation. The term “including” shall mean “including but not
      limited to.” All terms shall be construed in the masculine or feminine and
      in plural or singular as required by the context in which the term is
      used. The definitions of terms in this Agreement are limited to this
      Agreement.

            


    

     

    
      	
              5.8

            	
              If
      any one or more of the provisions of this Agreement is held to be invalid,
      illegal, or unenforceable in any respect, the other provisions shall
      remain in full force and effect. Any provision deemed invalid, illegal, or
      unenforceable because its scope is considered excessive shall be modified
      only to the minimum extent necessary to render the provision valid, legal,
      and enforceable under California
law.

            


    


    
      
         


      

      
        - 7
-

        
          

        

      

      
         


      

    

     

    
      CONFIDENTIAL

    

     

    
      	
              5.9

            	
              Each
      Party has had, or has had the opportunity to obtain, the advice of legal,
      accounting, and other professional advisers regarding the language in this
      Agreement. No Party has relied on legal counsel for another Party, and no
      legal counsel or other adviser for a Party shall have any duty or
      obligation to another Party. Each Party has read and understands this
      Agreement and is executing this Agreement as the Party’s free act and
      without duress.

            


    

     

    [intentionally
blank]

     

    
      
         


      

      
        - 8
-

        
          

        

      

      
         


      

    

     

    CONFIDENTIAL

    


    IN WITNESS WHEREOF, each of the parties has
executed this Agreement as of the date first written above. Each of the persons
signing this Agreement affirms that he or she is duly authorized to do so and
thereby to bind the indicated entity. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    APPLE:

                                  	 
      	 
      	
                                    CRUCIBLE
      INTELLECTUAL

                                  
	 
      	 
      	 
      	
                                    PROPERTY,
      LLC:

                                  
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                                    By:

                                  	
                                    /s/
      Zadesky

                                  	 
      	
                                    By:

                                  	
                                    /s/
      Tony Chung

                                  
	
                                    Name:

                                  	Zadesky	 
      	
                                    Name:

                                  	
                                    Tony Chung

                                  
	
                                    Title:

                                  	
                                    VP Product Design

                                  	 
      	
                                    Title:

                                  	
                                    Chief Financial Officer

                                  
	
                                    Date:

                                  	
                                    8/5/10

                                  	 
      	
                                    Date:

                                  	
                                    8/4/10

                                  
	 
      	 
      	 
      	 
      	 
      
	
                                    Address: 

                                  	
                                    MS
      301-4GC

                                  	 
      	
                                    Address: 

                                  	
                                    31441
      Santa Margarita Pkwy.

                                  
	 
      	
                                    1
      Infinite Loop

                                  	 
      	 
      	
                                    Suite
      A #247

                                  
	 
      	
                                    Cupertino,
      CA 93014

                                  	 
      	 
      	
                                    Rancho
      Santa Margarita, CA

                                  
	
                                    Attn:

                                  	
                                    General
      Counsel

                                  	 
      	 
      	
                                    92688

                                  
	 
      	 
      	 
      	
                                    Attn:

                                  	
                                    Chief
      Executive
Officer

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        - 9
-

        
          

        

      

      
         


      

    

     

    ANNEX
7

    


    LMT
License


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    EXCLUSIVE LICENSE
AGREEMENT


     

    This
Exclusive License Agreement (“Agreement”) is entered into as of August 5, 2010,
by and between Liquidmetal Technologies, Inc., a Delaware corporation having an
address of 30452 Esperanza, Rancho Santa Margarita, California 92688 (“LMT”),
and Crucible Intellectual Property, LLC, a Delaware limited liability company
having an address of 31441 Santa Margarita Pkwy., Suite A #247, Rancho Santa
Margarita, California 92688 (“Crucible”). Either LMT or Crucible may be referred
to individually herein as a “Party”, and LMT and Crucible may be referred to
collectively herein as the “Parties”.

    


    RECITALS

     

    WHEREAS, Crucible is a wholly
owned subsidiary of LMT; and


     

    WHEREAS, LMT, Liquidmetal
Coatings, LLC, a Delaware limited liability company (“LMC”), Crucible, and Apple
Inc., a California corporation (“Apple”), have entered into a Master Transaction
Agreement of even date herewith (the “MTA”) pursuant to which, among other
things, LMT has contributed, transferred, and assigned substantially all of its
intellectual property assets to Crucible; and

     

    WHEREAS, in consideration of
the contribution, transfer, and assignment by LMT of such intellectual property
assets to Crucible (the “Contribution”), Crucible hereby desires to grant to the
licenses set forth below upon the terms and conditions set forth
herein.

     

    NOW THEREFORE,
the Parties hereby agree as follows:

    


    ARTICLE
1

    DEFINITIONS


     

    Unless a
term is defined in this Agreement, all defined terms shall have the meanings
specified in the MTA. For purposes of this Agreement, the following terms and
have the meanings set forth below:

     

    1.1.            “Agreement” shall mean this
Exclusive License Agreement.

     

    1.2             “Apple License Agreement”
shall mean the Exclusive License Agreement of even date herewith between
Apple and Crucible pursuant to which Crucible has granted, upon the terms and
conditions set forth in such Exclusive License Agreement, an exclusive license
under Crucible’s Intellectual Property Rights in the field of use of Consumer
Electronic Products.

     

    1.3.            “Subsidiary” with respect to a
Party shall mean any corporation, partnership or other entity, now or hereafter,
(i) greater than fifty percent (50%) of whose outstanding shares or securities
entitled to vote for the election of directors or similar managing authority is
directly or indirectly owned or controlled by a Party hereto, or (ii) a
beneficial interest of greater than fifty percent (50%) coupled with ownership
or control (either direct or indirect) of greater than fifty percent (50%) of
whatever interest represents the right to make executive and/or operational
decisions for such entity; provided, however, that in each case such
corporation, partnership or other entity shall be deemed to be a Subsidiary only
so long as all requisite conditions of being a Subsidiary are met.
Notwithstanding anything in this paragraph to the contrary, for purposes of this
Agreement, LMC shall be deemed to be a Subsidiary of LMT.



    
      
         


      

      
        - 1
-

        
          

        

      

      
         


      

    

     

    1.4             “Effective Date” shall mean
the date of this Agreement.

     

    1.5             “Licensed Products” shall mean
any product made or sold by or on behalf of LMT or its Subsidiaries or
sublicensees m the LMT Fields.

     

    1.6             “Licensees” shall mean and
include individually and collectively LMT and any Subsidiary
thereof.

     

    1.7             “Licensor” shall mean
Crucible.

     

    ARTICLE
2

    GRANT, CONSIDERATION, and
ENFORCEMENT OF RIGHTS

     

    2.1             Exclusive License
Grant. Licensor grants to Licensee a fully paid-up, royalty-free,
irrevocable, perpetual, worldwide exclusive license and sublicense, with the
right to grant sublicenses, under the LMT Technology in any and all fields of
use other than Consumer Electronic Products (the “LMT Fields”), to use,
reproduce, publish, display, distribute, perform, exploit and disclose the LMT
Technology and to make and have made, assemble and have assembled, use, sell,
offer to sell, import and offer to import, license and offer to license,
distribute and offer to distribute, repair, reconstruct, practice, and maintain
Licensed Products, and perform any act or step that incorporates, utilizes,
embodies or reflects, any inventions claimed in the LMT Technology, including,
without limitation, any such activities that would, absent a license, subject a
person or other legal entity to a claim of direct infringement, contributory
infringement, inducing infringement, or any other type of infringement.
Notwithstanding the foregoing, the license set forth in this paragraph shall,
specifically exclude any LMC Intellectual Property Assets, as that term is
defined in the Exclusive License Agreement of even date herewith between
Licensor and LMC.

     

    2.2             Nonexclusive License
Grant. Licensor grants to Licensee a fully paid-up, royalty-free,
irrevocable, perpetual, worldwide nonexclusive license, with the right to grant
sublicenses only to Apple, under the LMT Technology in the Nonexclusive Field,
to use, reproduce, publish, display, distribute, perform, exploit and disclose
the LMT Technology and to make and have made, assemble and have assembled, use,
sell, offer to sell, import and offer to import, license and offer to license,
distribute and offer to distribute, repair, reconstruct, practice, and maintain
Specified Licensed Products, and perform any act or step that incorporates,
utilizes, embodies or reflects, any inventions claimed in the LMT Technology in
the Nonexclusive Field, including without limitation any such activities that
would, absent a license, subject a person or other legal entity to a claim of
direct infringement, contributory infringement, inducing infringement, or any
other type of infringement. For purposes hereof, “Nonexclusive Field” means the
worldwide industry for any of the following products to the extent that such
products constitute Consumer Electronic Products: (i) Watches and Watch
Components as well as (ii) Jewelry and components for Jewelry, and (iii)
Renewable Energy Products. “Specified Licensed Products” means the following
products using the Licensed Technology but only to the extent that any such
product constitutes a Consumer Electronic Product: (i) Watches and Watch
Components as well as (ii) Jewelry and components for Jewelry, and (iii)
Renewable Energy Products. The term “Watch Components” includes all watches
whether luxury or casual watches. For purposes hereof, the term “Jewelry” means
rings, necklaces, pins, cufflinks, and other objects that are ornamental in
nature and used for adornment of the human body. “Renewable Energy Products”
means components and devices used in systems designed primarily for the
conversion, storage, or transport of any form of power, including but not
limited to electrical, mechanical and chemical power, from renewable energy
sources. As further clarification, Renewable Energy Products are products used
in the conversion, storage and transportation function from renewable energy
sources as opposed to inert components, such as a casings.


    
      
         


      

      
        - 2
-

        
          

        

      

      
         


      

    

     

    2.3             License
Consideration. The licenses and rights granted to Licensee herein are
made by Licensee in consideration of (a) the Contribution, (b) Licensee’s
performance of (i) all obligations of Licensor under agreements included in the
LMT Technology, (ii) all obligations of Licensor arising as a matter of law with
respect to the LMT Technology, and (iii) all obligations imposed by the MTA on
Licensee with respect to the LMT Technology (the “Technology Obligations”), and
(c) the other obligations undertaken by Licensee in this Agreement. Licensee
hereby agrees to pay all amounts and to perform all of the Technology
Obligations with respect to the LMT Technology.

     

    2.4             Enforcement of
Rights. Licensor grants to Licensee the right for enforcement of the
Intellectual Property Rights of the LMT Technology in all fields of use.
Licensee shall pay all fees associated with the enforcement of Intellectual
Property Rights. Licensee shall have the right to take reasonable steps to
enforce such Intellectual Property Rights against any infringement of such
Intellectual Property Rights. Licensee may: (a) bring actions for enforcement in
its own name (where allowed by law), and (b) have unrestricted right to choose
strategy and direct any enforcement action. Licensee has the sole and exclusive
right to agree to settlement of the enforcement action. Licensee shall be
entitled to any monetary recovery from such enforcement action whether from
settlement, judgement or otherwise. Licensor shall assist Licensee in bringing
an enforcement action, including, where necessary, executing whatever documents
are necessary to afford to Licensee the opportunity to bring the action for
enforcement. The Parties shall bear their own costs associated with any such
enforcement action. In the event that Licensee cannot bring the enforcement
action in Licensee’s name, Licensee has the right to either join the Licensor as
a party in the enforcement action or to have the enforcement action brought in
the name of the Licensor. In connection therewith, Licensee shall: i) have the
unrestricted right to choose strategy and direct of the enforcement action; ii)
have the sole and exclusive right to agree to settlement of the enforcement
action; and iii) be entitled to any monetary recovery from such enforcement
action whether from settlement, judgment or otherwise. The Parties shall bear
their own costs associated with such enforcement action, subject to, if the
Licensee receives monetary recovery as a result of the enforcement action, the
Licensee shall reimburse the Licensor for Licensor’s costs out of the monetary
recovery. Notwithstanding the foregoing, either Party may be represented by
counsel in any enforcement action, and shall bear its costs associated
therewith; however, such costs (including counsel fees) shall not be
reimbursable by the other Party, unless otherwise agreed by the Parties.
Notwithstanding anything set forth in this paragraph. Licensee shall not have
the right to take any action under this paragraph to the extent that the Apple
License Agreement specifically prohibits Licensee from taking any such action.
Licensee may, at its option, grant to its sublicensees any of the rights granted
to Licensee under this paragraph to the extent such sublicensee is granted
exclusive rights to the LMT Technology in a specified field of use, including
the right to either join the Licensor as a party in an enforcement action or to
have the enforcement action brought in the name of the Licensor to the extent
that the sublicensee cannot bring an enforcement action in its own name, and to
the extent provided in any such sublicensee’s sublicense, such sublicensee shall
be a third-party beneficiary of the Licensor’s obligation to be joined in any
such enforcement action.


    
      
         


      

      
        - 3
-

        
          

        

      

      
         


      

    

     

    2.5             Subordination of
License. Licensee acknowledges that Licensor has granted Apple a security
interest in all of its assets, including, without limitation, the LMT Technology
which is licensed to Licensee pursuant to this Agreement. Licensee agrees that
in the event such security interest shall be enforced and, as a result of such
enforcement, any of the LMT Technology shall be transferred to any person or
entity, (a) such person or entity shall acquire or otherwise receive such LMT
Technology free and clear of all rights, powers and privileges of Licensee under
this Agreement and (b) this Agreement shall be terminated to the extent such LMT
Technology shall have been so acquired upon notice from such
acquirer.

     

    2.6             Sublicense
Obligations. If Licensee elects to grant any sublicense(s) under this
Agreement, any such sublicense agreement must include the
following:

     

    (a) a
clear statement that, notwithstanding any other provisions in such sublicense,
nothing in such sublicense shall give the sublicensee any right to use any
portion of the LMT Technology in the field of Consumer Electronic Products (and
Licensee shall include in each sublicense agreement the full definition of
“Consumer Electronic Products” that is specified in the MTA, for
reference);

     

    (b) a
clear reservation of LMT-SPE’s right to take any and all actions necessary to
defend the LMT Technology in any litigation or administrative proceedings in
which the sublicensee is a party; and

     

    (c) a
clear reservation of LMT’s right to take any and all actions necessary to defend
the LMT Technology in any litigation or administrative proceedings in which the
sublicensee is a party.



    
      
         


      

      
        - 4
-

        
          

        

      

      
         


      

    

     

    ARTICLE
3

    TERM

     

    3.1             Term. The term of
this Agreement commences on the Effective Date and shall continue in
perpetuity.

    


    ARTICLE
4

    MISCELLANEOUS
PROVISIONS

    


    4.1.            All
notices from one party to the other required or permitted under this Agreement
shall be in writing, shall refer specifically to this Agreement, and shall be
delivered in person, or sent by electronic or facsimile transmission for which a
confirmation of delivery is obtained, or sent by registered mail or express
courier services providing evidence of delivery, in each case to the recipient
party’s respective address set forth on the signature page hereof (or to such
updated address as may be specified in writing to the other party from time to
time). Such notices will be deemed effective as of the date so delivered or on
the third business day following mailing.

     

    4.2             Licensor
shall not assign, transfer, subcontract or otherwise delegate any of its
obligations under this Agreement without Licensee’s prior written consent in
each instance. Any attempted assignment, transfer, subcontracting or other
delegation without such consent shall be void and shall constitute a breach of
this Agreement. Licensee may assign, transfer, subcontract, or otherwise
delegate any of its rights or obligations under this Agreement at any time upon
notice to Licensor. Subject to the foregoing, this Agreement shall inure to the
benefit of the parties’ successors and assigns.

     

    4.3             Licensor
acknowledges that any breach of this Agreement by it may cause irreparable harm
to Licensee and that the remedies for breach may include injunctive relief
against such breach, in addition to damages and other available remedies. The
prevailing party shall be entitled to the award of its reasonable attorneys’
fees in any action to enforce this Agreement.

     

    4.4             This
Agreement, including any recitals, terms, conditions, and provisions herein, and
all exhibits attached hereto and referenced herein, constitutes the entire
agreement between the parties relating to the subject matter hereof and
supersedes and cancels all other prior agreements and understandings of the
parties in connection with subject matter. The headings or titles in this
Agreement are for purposes of reference only and shall not in any way affect the
interpretation or construction of this Agreement.

     

    4.5             No
waiver of any of the provisions of this Agreement shall be valid unless in a
written document, signed by the party against whom such a waiver is sought to be
enforced, nor shall failure to enforce any right hereunder constitute a
continuing waiver of the same or a waiver of any other right hereunder. All
amendments of this Agreement shall be made in writing, approved by Apple and
signed by both parties, and no oral amendment or amendment made without the
approval of Apple shall be binding on the parties. Apple shall be a third-party
beneficiary to this provision.


    
      
         


      

      
        - 5
-

        
          

        

      

      
         


      

    

     

    4.6             This
Agreement shall be governed by and construed in accordance with the laws of the
State of California without giving effect to any conflict of laws principles to
the contrary. If any provision of this Agreement is held to be invalid or
unenforceable to any extent in any context, it shall nevertheless be enforced to
the fullest extent allowed by law in that and other contexts, and the validity
and force of the remainder of this Agreement shall not be affected
thereby.

     

    4.7             Without
affecting the obligations of the parties otherwise expressed, the term “shall”
when used in this Agreement in connection with any act or obligation to be
undertaken means an affirmative obligation. The term “including” shall mean
“including but not limited to.” All terms shall be construed in the masculine or
feminine and in plural or singular as required by the context in which the term
is used. The definitions of terms in this Agreement are limited to this
Agreement.

     

    [signatures
follow]


    
      
         


      

      
        - 6
-

        
          

        

      

      
         


      

    

     

    IN
WITNESS WHEREOF, each of the parties has executed this Agreement as of the date
first written above. Each of the persons signing this Agreement affirms that he
or she is duly authorized to do so and thereby to bind the indicated entity.
This Agreement may be executed simultaneously in two or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

    


    
      
        
          
            
              
                	
                        LIQUIDMETAL
      TECHNOLOGIES,

                        INC.:

                      	 
      	
                        CRUCIBLE
      INTELLECTUAL

                        PROPERTY,
      LLC:

                      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                        By:

                      	
                        /s/ Larry Buffington

                      	 
      	
                        By:

                      	
                        /s/ Tony Chung

                      
	
                        Name:

                      	
                        LARRY BUFFINGTON

                      	 
      	
                        Name:

                      	
                        Tony Chung

                      
	
                        Title:

                      	
                        PRESIDENT / CEO

                      	 
      	
                        Title:

                      	
                        Chief Financial Officer

                      
	
                        Address: 

                      	
                        30452
      Esperanza

                      	 
      	
                        Address: 

                      	
                        31441
      Santa Margarita Pkwy.,

                      
	 
      	
                        Rancho
      Santa Margarita, CA

                      	 
      	 
      	
                        Suite
      A #247

                      
	 
      	
                        92688

                      	 
      	 
      	
                        Rancho
      Santa Margarita, CA

                      
	
                        Attn:

                      	
                        Chief
      Executive Officer

                      	 
      	 
      	
                        92688

                      
	 
      	 
      	 
      	
                        Attn:

                      	
                        Chief
      Executive
Officer

                      


              

            

          

        

      

    


    
      
         


      

      
        - 7
-

        
          

        

      

      
         


      

    

     

    ANNEX
8

    


    LMC
License


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    EXCLUSIVE LICENSE
AGREEMENT


     

    This
Exclusive License Agreement (“Agreement”) is entered into as of August 5, 2010,
by and between Crucible Intellectual Property, LLC, a Delaware limited liability
company having an address of 31441 Santa Margarita Pkwy., Suite A #247, Rancho
Santa Margarita, California 92688 (“Crucible”), and Liquidmetal Coatings, LLC, a
Delaware limited liability company having an address of 900 Rockmead, Suite 240,
Kingwood, TX 77339 (“LMC”). Either Crucible or LMC may be referred to individually herein
as a “Party”, and Crucible and LMC may be referred to collectively herein as the
“Parties”.

     

    RECITALS

     

    WHEREAS, LMC is a majority
owned subsidiary of Liquidmetal Technologies, Inc., a Delaware corporation
(“LMT”), and Crucible is wholly owned special-purpose subsidiary of
LMT;

     

    WHEREAS, LMT, LMC, Apple Inc.,
a California corporation (“Apple”), and Crucible, have entered into a Master
Transaction Agreement of even date herewith (the “MTA”) pursuant to which, among
other things: (i) LMT has contributed, transferred, and assigned substantially
all of its intellectual property assets (the “LMT Intellectual Property”) to
Crucible, and (ii) Crucible has granted to Apple, under an Exclusive License
Agreement of even date herewith between Crucible and Apple (the “Apple License
Agreement”), an exclusive, worldwide, perpetual, fully paid-up right and license
to exploit the LMT Intellectual Property in the field of use of Consumer
Electronic Products (as defined in the MTA), and (iii) Crucible has granted to
LMT, under an Exclusive License Agreement of even date herewith between Crucible
and LMT (the “LMT License Agreement”), an exclusive, worldwide, perpetual, fully
paid-up right and license to exploit the LMT Intellectual Property in all fields
of use other than Consumer Electronic Products;

     

    WHEREAS, immediately prior to
the above-described contribution of the LMT Intellectual Property to Crucible,
LMC and LMT have entered into an Assignment and Assumption Agreement of even
date herewith pursuant to which LMC assigned and transferred certain
intellectual property rights to LMT (the “LMC Assignment”);

     

    WHEREAS, as a result of the
LMC Assignment, the LMC Intellectual Property Assets (as defined below) are
included within the LMT Intellectual Property contributed to Crucible by LMT
pursuant to the MTA; and

     

    WHEREAS, as a condition to and
in consideration of the LMC Assignment, Crucible desires to hereby license the
LMC Intellectual Property Assets back to LMC upon the terms and conditions set
forth herein.

     

    NOW THEREFORE,
the Parties hereby agree as follows:


    
      
         


      

      
        - 1
-

        
          

        

      

      
         


      

    

     

    ARTICLE
1

    DEFINITIONS

     

    Unless a
term is defined in this Agreement, all defined terms shall have the meanings
specified in the MTA. For purposes of this Agreement, the following terms and
have the meanings set forth below:

     

    1.1.            “Agreement” shall mean this
Exclusive License Agreement.

     

    1.3.            “Subsidiary” with respect to a
Party shall mean any corporation, partnership
or other entity, now or hereafter, (i) greater than fifty percent (50%) of whose
outstanding shares or securities entitled to vote for the election of directors
or similar managing authority is directly or indirectly owned or controlled by a
Party hereto, or (ii) a beneficial interest of greater than fifty percent (50%)
coupled with ownership or control (either direct or indirect) of greater than
fifty percent (50%) of whatever interest represents the right to make executive
and/or operational decisions for such entity; provided, however, that in each
case such corporation, partnership or other entity shall be deemed to be a
Subsidiary only so long as all requisite conditions of being a Subsidiary are
met.

     

    1.4             “Effective Date” shall mean
the date of this Agreement.

     

    1.5             “Licensed Products” shall mean
any product made or sold by or on behalf of LMC or its Subsidiaries or
sublicensees in the LMC Fields.

     

    1.6             “Licensees” shall mean and
include individually and collectively LMC and any Subsidiary
thereof.

     

    1.7             “Licensor” shall mean
Crucible.

     

    1.8             “LMC Intellectual Property Assets”
means the Intellectual Property Rights transferred and assigned by LMC to
LMT under the LMC Assignment.

     

    ARTICLE
2

    GRANT, CONSIDERATION, and
ENFORCEMENT OF RIGHTS


     

    2.1             Exclusive License
Grant.  Licensor grants to Licensee a fully paid-up,
royalty-free, irrevocable, perpetual, worldwide exclusive license, with the
right to grant sublicenses, under the LMC Intellectual Property Assets in any
and all fields of use other than Consumer Electronic Products (the “LMC
Fields”), to use, reproduce, publish, display, distribute, perform, exploit and
disclose the LMC Intellectual Property Assets and to make and have made,
assemble and have assembled, use, sell, offer to sell, import and offer to
import, license and offer to license, distribute and offer to distribute,
repair, reconstruct, practice, and maintain Licensed Products, and perform any
act or step that incorporates, utilizes, embodies or reflects, any inventions
claimed in the LMC Intellectual Property Assets, including without limitation
any such activities that would, absent a license, subject a person or other
legal entity to a claim of direct infringement, contributory infringement,
inducing infringement, or any other type of infringement.


    
      
         


      

      
        - 2
-

        
          

        

      

      
         


      

    

     

    2.2             Consideration. The
licenses and rights granted to Licensee herein are made by Licensee in
consideration of (a) the LMC Assignment, (b) Licensee’s performance of (i) all
obligations of Licensor under agreements included in the LMC Intellectual
Property Assets, (ii) all obligations of Licensor arising as a matter of law
with respect to the LMC Intellectual Property Assets, and (iii) all obligations
imposed by the MTA on Licensee with respect to the LMC Intellectual Property
Assets (the “Technology Obligations”), and (c) the other obligations undertaken
by Licensee in this Agreement. Licensee hereby agrees to pay all amounts and to
perform all of the Technology Obligations with respect to the LMC Intellectual
Property Assets.

     

    2.3             Enforcement of
Rights. Licensor grants to Licensee the right for enforcement of the LMC
Intellectual Property Assets in all fields of use other than Consumer Electronic
Products. Licensee shall pay all fees associated with the enforcement of
Intellectual Property Rights. Licensee shall have the right to take reasonable
steps to enforce such Intellectual Property Rights against any infringement of
such Intellectual Property Rights. Licensee may: (a) bring actions for
enforcement in its own name (where allowed by law), and (b) have unrestricted
right to choose strategy and direct any enforcement action. Licensee has the
sole and exclusive right to agree to settlement of the enforcement action.
Licensee shall be entitled to any monetary recovery from such enforcement action
whether from settlement, judgement or otherwise. Licensor shall assist Licensee
in bringing an enforcement action, including, where necessary, executing
whatever documents are necessary to afford to Licensee the opportunity to bring
the action for enforcement. The Parties shall bear their own costs associated
with any such enforcement action. In the event that Licensee cannot bring the
enforcement action in Licensee’s name, Licensee has the right to either join the
Licensor as a party in the enforcement action or to have the enforcement action
brought in the name of the Licensor. In connection therewith. Licensee shall: i)
have the unrestricted right to choose strategy and direct of the enforcement
action; ii) have the sole and exclusive right to agree to settlement of the
enforcement action; and iii) be entitled to any monetary recovery from such
enforcement action whether from settlement, judgment or otherwise. The Parties
shall bear their own costs associated with such enforcement action, subject to,
if the Licensee receives monetary recovery as a result of the enforcement
action, the Licensee shall reimburse the Licensor for Licensor’s costs out of
the monetary recovery. Notwithstanding the foregoing, either Party may be
represented by counsel in any enforcement action, and shall bear its costs
associated therewith; however, such costs (including counsel fees) shall not be
reimbursable by the other Party, unless otherwise agreed by the
Parties.

     

    2.4             Subordination of Security
Interest. Licensor has granted Apple a security interest in all of its
assets, including, without limitation, the LMC Intellectual Property Assets
which are licensed to Licensee pursuant to this Agreement. Licensor hereby
represents and warrants that in the event such security interest shall be
enforced and, as a result of such enforcement, any of the LMC Intellectual
Property Assets shall be transferred to any person or entity, (a) such person or
entity shall acquire or otherwise receive such LMC Intellectual Property Assets
subject to all rights, powers and privileges of Licensee under this Agreement,
(b) such acquirer may not interfere with or disturb Licensee’s use and enjoyment
of such rights, powers and privileges, and (c) this Agreement shall continue in
full force and effect as if such security interest had not been
granted.


    
      
         


      

      
        - 3
-

        
          

        

      

      
         


      

    

     

    2.5             Sublicensee
Obligations. If Licensee elects to grant any sublicense(s) under this
Agreement, any such sublicense agreement must include the
following:

     

    (a)     a
clear statement that, notwithstanding any other provisions in such sublicense,
nothing in such sublicense shall give the sublicensee any rights to use any
portion of the LMT Technology in the field of Consumer Electronic Products (and
Licensee shall include in each sublicense agreement the full definition of
“Consumer Electronic Products” that is specified in the MTA, for
reference);

     

    (b)    
a clear reservation of Licensor’s right to take any and all actions necessary to
defend the LMT Technology in any litigation or administrative proceedings in
which the sublicensee is a party; and

     

    (c)     a
clear reservation of LMC’s right to take any and all actions necessary to defend
the LMT Technology in any litigation or administrative proceedings in which the
sublicensee is a party.

    


    ARTICLE
3

    TERM


     

    3.1             Term. The term of
this Agreement commences on the Effective Date and shall continue in
perpetuity.

    


    ARTICLE
4

    MISCELLANEOUS
PROVISIONS


     

    4.1.            All
notices from one party to the other required or permitted under this Agreement
shall be in writing, shall refer specifically to this Agreement, and shall be
delivered in person, or sent by electronic or facsimile transmission for which a
confirmation of delivery is obtained, or sent by registered mail or express
courier services providing evidence of delivery, in each case to the recipient
party’s respective address set forth on the signature page hereof (or to such
updated address as may be specified in writing to the other party from time to
time). Such notices will be deemed effective as of the date so delivered or on
the third business day following mailing.

     

    4.2           
Neither Party shall be permitted to assign, transfer, subcontract or otherwise
delegate any of its obligations under this Agreement without the other Party’s
prior written consent, provided that either Party may assign this Agreement upon
written notice to the other Party upon written notice to the other Party
provided that (i) assignee agrees in writing to be bound by the assigning
Party’s obligations under this Agreement and (ii) no such assignment shall
relieve the assigning Party of its obligations under this Agreement, provided,
further, that nothing in this Section 4.2 or any other provision of this
Agreement shall prohibit Licensee from a granting a security interest in its
licenses and rights under this Agreement or impair the validity or
enforceability of any such security interest. Any attempted assignment,
transfer, subcontracting or other delegation in violation of the preceding
sentence shall be void and shall constitute a breach of this Agreement. Subject
to the foregoing, this Agreement shall inure to the benefit of the parties’
successors and assigns.

     

    
      
        
        

      

      
        - 4
-

        
          

        

      

      
        
        

      

    

    
       

      4.3                Licensor
acknowledges that any breach of this Agreement by it may cause irreparable harm
to Licensee and that the remedies for breach may include injunctive relief
against such breach, in addition to damages and other available remedies. The
prevailing party shall be entitled to the award of its reasonable attorneys’
fees in any action to enforce this Agreement.

       

      4.4                This
Agreement, including any recitals, terms, conditions, and provisions herein, and
all exhibits attached hereto and referenced herein, constitutes the entire
agreement between the parties relating to the subject matter hereof and
supersedes and cancels all other prior agreements and understandings of the
parties in connection with subject matter. The headings or titles in this
Agreement are for purposes of reference only and shall not in any way affect the
interpretation or construction of this Agreement.

       

      4.5                No
waiver of any of the provisions of this Agreement shall be valid unless in a
written document, signed by the party against whom such a waiver is sought to be
enforced, nor shall failure to enforce any right hereunder constitute a
continuing waiver of the same or a waiver of any other right hereunder. All
amendments of this Agreement shall be made in writing, approved by Apple and
signed by both parties, and no oral amendment or amendment made without the
approval of Apple shall be binding on the parties. Apple shall be a third-party
beneficiary to this provision.

       

      4.6                This
Agreement shall be governed by and construed in accordance with the laws of the
State of California without giving effect to any conflict of laws principles to
the contrary. If any provision of this Agreement is held to be invalid or
unenforceable to any extent in any context, it shall nevertheless be enforced to
the fullest extent allowed by law in that and other contexts, and the validity
and force of the remainder of this Agreement shall not be affected
thereby.

       

      4.7                Without
affecting the obligations of the parties otherwise expressed, the term “shall”
when used in this Agreement in connection with any act or obligation to be
undertaken means an affirmative obligation. The term “including” shall mean
“including but not limited to.” All terms shall be construed in the masculine or
feminine and in plural or singular as required by the context in which the term
is used. The definitions of terms in this Agreement are limited to this
Agreement.

       

      [Signatures
follow]


      
        
           


        

        
          - 5
-

          
            

          

        

        
           


        

      

       

      IN
WITNESS WHEREOF, each of the parties has executed this Agreement as of the date
first written above. Each of the persons signing this Agreement affirms that he
or she is duly authorized to do so and thereby to bind the indicated entity.
This Agreement may be executed simultaneously in two or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

         

      
        
          
            
              
                
                  	
                          CRUCIBLE
      INTELLECTUAL

                          PROPERTY,
      LLC:

                        	 
      	
                          LIQUIDMETAL
      COATINGS, LLC:

                        
	 
      	 
      	 
      	 
      	 
      
	
                          By:

                        	
                          /s/ Tony Chung

                        	 
      	
                          By:

                        	
                          /s/ Larry Buffington

                        
	
                          Name:  

                        	
                          Tony
      Chung

                        	 
      	
                          Name:  

                        	
                          LARRY
      BUFFINGTON

                        
	
                          Title:

                        	
                          Chief
      Financial Officer

                        	 
      	
                          Title:

                        	
                          PRESIDENT/CEO

                        
	 
      	 
      	 
      	 
      	 
      
	
                          Address:
      31441 Santa Margarita Pkwy.

                        	 
      	
                          Address:
      900 Rockmead, Suite 240,

                        
	
                           Suite
      A #247

                        	 
      	
                          Kingwood,
      TX 77339

                        
	
                           Rancho
      Santa Margarita, CA 92688

                        	 
      	
                          Attn:      Chief
      Executive Officer

                        
	
                          Attn:       Chief
      Executive Officer

                        	 
      	 
      	 
      


                

              

            

          

        

      


      
        
           


        

        
          - 6
-

          
            

          

        

        
           


        

      

       

      ANNEX
9

       

      Technology
Development Agreement


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

       

      APPLE
CONFIDENTIAL

       

      APPLE –
LMT TECHNOLOGY DEVELOPMENT AGREEMENT

       

      This
Technology Development Agreement (the “Agreement”) is made effective as of the
Closing Date, as defined in the Master Transaction Agreement, by and between
Apple Inc., a California corporation having its principal place of business at 1
Infinite Loop, Cupertino, California 95014, United States (“Apple”), and
Liquidmetals Technology, Inc. (“LMT”), a Delaware corporation having its
principal place of business at 30452 Esperanza, Rancho Santa Margarita, CA 92688
(“Company”). This Agreement is being entered into pursuant to that certain
Master Transaction Agreement of even date herewith between the parties hereto
(the “MTA”), and any capitalized terms not otherwise defined in this Agreement
shall have the meanings ascribed thereto in the MTA.

       

      
        	
                1)

              	
                Scope
      and Standards of Work.

              


      

       

      
        	
                 
      

              	
                a)

              	
                Company
      shall provide, at no additional cost to Apple, technical assistance
      reasonably requested by Apple to effect i) the transfer by LMT of the
      non-patent LMT Technology and ii) the granting of the Exclusive License
      and License by LMT-SPE to Apple, for a 90-day period following the Closing
      Date (“the Initial Support Period”). Such technical assistance will be
      provided with LMT’s existing staff and resources, and LMT will not be
      required to hire or engage additional personnel in order to provide such
      technical assistance.

              


      

       

      
        	
                 
      

              	
                b)

              	
                Company
      shall provide, at no additional cost to Apple, any technology development
      services specified in Statements of Work under this Agreement, agreed to
      by Apple and the Company prior to the Closing Date (the “Pre-Closing
      Statements of Work” or “Pre-Closing
SOWs”)

              


      

       

      
        	
                 
      

              	
                c)

              	
                Company
      shall provide, after the Initial Support Period, technical assistance and
      consultation to Apple as described in, and in accordance with the time
      tables set forth in, Statements of Work under this Agreement (the
      “Post-Closing Statements of Work” or “Post-Closing
  SOWs”).

              


      

       

      
        	
                 
      

              	
                d)

              	
                The
      technical assistance defined in (a), the technology development services
      defined in (b), and technical assistance and consultation defined in (c)
      shall be referred to collectively as the “Services”. The Pre-Closing SOWs
      and the Post-Closing SOWs shall be referred to collectively as the
      “Statements of Work” or “SOWs”.

              


      

       

      
        	
                 
      

              	
                e)

              	
                Company
      shall conduct all Services in accordance with all applicable Apple and
      generally accepted standards for Services of the type to be performed, as
      may be more fully provided in the Statements of Work (the “Applicable
      Standards”). Company shall at all times be responsible to remain current
      and updated as to all changes in the Applicable
  Standards.

              


      


      
        
           


        

        
          1

          
            

          

        

        
           


        

      

       

      APPLE
CONFIDENTIAL

       

      
        	
                 
      

              	
                f)

              	
                Apple
      may request reasonable changes to the Statement of Works prior to
      completion. No such proposed changes, including without limitation any
      associated changes in the price, payment schedules, and projected
      completion dates, shall be effective unless accepted in writing by
      authorized representatives of both Company and
  Apple.

              


      

       

      
        	
                 
      

              	
                g)

              	
                Company
      warrants that its employees, agents, and approved subcontractors, if any,
      involved in performance of the Services shall have the experience and
      expertise necessary to perform such Services and will at all times be
      bound by appropriate agreements to vest in Company all of their right,
      title and interest in any Project Work Product (as defined below) or
      inventions, data, improvements, discoveries, ideas, processes, formulas,
      techniques, works of authorship, and know-how that are to be property of
      Apple or otherwise protected pursuant to Sections 3, 5 and 6
      below.

              


      

       

      
        	
                 
      

              	
                h)

              	
                Company
      represents and warrants that Company is not under any obligation in
      conflict or in any way inconsistent with the provisions of this Agreement
      or its provision of the Services. Company represents and warrants that
      Company’s performance of the Services and this Agreement will not breach
      any agreement to keep in confidence proprietary information acquired by
      Company in confidence or in trust. Company warrants that it shall not, in
      the performance of any Services or in preparing to do so, violate any
      applicable law or infringe or misappropriate any intellectual properties
      of any third party, except to the extent due directly to Company’s
      following instructions given to it by
Apple.

              


      

       

      
        	
                 
      

              	
                i)

              	
                Company
      agrees to notify Apple promptly if Company knows or has reason to believe
      that the Statements of Work or any instructions from Apple would, if
      followed by Company, violate any applicable law or infringe or
      misappropriate any intellectual properties of any third party or be
      inconsistent with the Applicable
Standards.

              


      

       

      
        	
                2)

              	
                Apple
      Materials.
      Apple shall provide items and materials as specified in the SOWs
      (the “Project Materials”). Company agrees that all such Project Material
      shall be and remain the sole and exclusive property of Apple. Project
      Material provided by Apple will be used by Company only for the purpose
      described in the Statements of Work and will not be transferred to any
      third party without first obtaining written authorization from Apple in
      each instance. Company agrees that it shall not, without Apple’s express
      prior written authorization in each instance, analyze, disassemble,
      decompile, or otherwise reverse engineer any Apple Materials, except to
      the extent the Statements of Work explicitly directs Company to do so.
      Upon completion of the Services, any unused Project Material will be
      returned to Apple or destroyed at the sole discretion of
      Apple.

              


      


      
        
           


        

        
          2

          
            

          

        

        
           


        

      

       

      APPLE
CONFIDENTIAL

       

      
        	
                3)

              	
                Communication,
      Visits, Results, and Reports.

              


      

       

      
        	
                 
      

              	
                a)

              	
                All
      results, reports, findings, conclusions, work papers, notebooks,
      electronic records, samples, prototypes, deliverables, and any other
      information or materials in any form or format arising out of performance
      of the Services by or for Company (the “Project Work Product”) will be
      the sole property of Apple and shall become part of the Confidential
      Information to be protected under this Agreement. Company will retain and
      preserve all Project Work Product in accordance with the Applicable
      Standards and as set forth in the Statement of Work. No Project Work
      Product will be destroyed or otherwise disposed of by Company without
      authorization in writing in advance from Apple in each instance. Company
      shall, upon Apple’s request from time to time, promptly deliver any and
      all Project Work Product and any work-in-process to
  Apple.

              


      

       

      
        	
                 
      

              	
                b)

              	
                Company
      shall prepare and provide one or more draft and final report(s) at the
      intervals, and upon completion of the Services, as more fully described in
      the Statements of Work. All reports shall be formatted and delivered to
      Apple in accordance with the Statements of
Work.

              


      

       

      
        	
                 
      

              	
                c)

              	
                Apple
      will be solely responsible, at its discretion in accordance with
      applicable law, for any reporting to appropriate government agencies any
      Project Work Product generated during performance of the
      Services.

              


      

       

      
        	
                 
      

              	
                d)

              	
                Company
      shall permit Apple’s representatives to visit Company facilities during
      normal working hours and with reasonable frequency to perform quality
      assurance audits, observe progress of the Services, to discuss the
      Services with appropriate officials and other personnel of Company, and to
      inspect records and data relevant to the Services. Facility visits shall
      also be permitted during the data retention period specified in the
      Statements of Work.

              


      

       

      
        	
                4)

              	
                Compensation
      for Post-Closing SOWs. Apple will, in
      accordance with the payment and milestone schedules set forth in the
      Post-Closing SOWs (the “Fees and Payment Schedule”), and as complete
      compensation to Company, pay Company the fees set forth in the Fees and
      Payment Schedule. Company will be reimbursed only for expenses which are
      expressly provided for in the Fees and Payment Schedule or which have been
      approved in advance in writing by an authorized Apple representative.
      Expense reimbursements will be made within forty-five (45) days of receipt
      of Company’s invoice, provided Company has furnished such documentation
      for authorized expenses as Apple may reasonably request. Otherwise, and
      except for the Apple Materials, if any, Company shall supply without
      separate charge all facilities, utilities, equipment, supplies, personnel,
      information, rights, and other items required for the timely performance
      by Company of the Services.

              


      

       

      
        	
                5)

              	
                Confidentiality. The disclosure and use
      of all confidential information pursuant to this Agreement, including, but
      not limited to, this Agreement, the Project Materials, any technical
      information provided by the Company, and all Project Work Product, shall
      be subject to the terms of the Parties’ existing Confidentiality
      Agreement, dated April 30, 2010, the terms of which are incorporated by
      reference herein.

              


      


      
        
           


        

        
          3

          
            

          

        

        
           


        

      

       

      APPLE
CONFIDENTIAL

       

      
        	
                6)

              	
                Intellectual
      Properties.

              


      

       

      
        	
                 
      

              	
                a)

              	
                No
      right or license to Apple’s intellectual property is granted or implied as
      a result of this Agreement or the Services, except to the limited extent
      necessary to conduct the Services during the term hereof. The transfer of
      Project Material provided herein does not constitute a public
      disclosure.

              


      

       

      
        	
                 
      

              	
                b)

              	
                All
      right, title and interest in all Project Work Product and any and all
      inventions, data, improvements, discoveries, ideas, processes, formulas,
      techniques, works of authorship, and know-how, whether patentable or not,
      conceived, reduced to practice, authored, or otherwise created or
      developed by or for Company in the course of performing any Services or
      otherwise arising therefrom, and all intellectual property covering such
      inventions including without limitation rights to patents, patent
      applications, patents, and copyrights (“Project IP”), shall be the
      property of Apple, and Company hereby transfers and assigns the same to
      Apple. Company shall communicate to Apple any of the same promptly and
      fully upon their creation or development. Company shall execute all papers
      and take all actions that Apple reasonably deems necessary or advisable
      for the filing and prosecution of patent applications or copyright or
      other registrations and, if appropriate, maintenance of patents or other
      rights or properties that may issue therefrom, including without
      limitation execution of any assignments or other agreements further
      evidencing Apple’s ownership thereof. Inventorship shall be determined
      under principles of U.S. patent law and practice. If Company uses in the
      Services or incorporates or causes to be incorporated into any Project
      Work Product any inventions, works of authorship, developments,
      improvements, data, materials, or trade secrets owned or controlled by
      Company, or to the extent that any inventions, works of authorship,
      developments, improvements, data, materials, or trade secrets owned or
      controlled by Company are required for any use or exploitation by Apple of
      the Project Work Product, Company hereby grants to Apple a nonexclusive,
      royalty-free, irrevocable, perpetual, worldwide license, with the right to
      grant sublicenses, to make, have made, copy, modify, make derivative works
      of, display, perform, publish, use, sell, offer for sale, import and
      otherwise exploit such inventions, works of authorship, developments,
      improvements, data, materials, and trade secrets in connection with the
      Project Work Product or any improvements, derivatives, or successors to
      them.

              


      

       

      
        	
                 
      

              	
                c)

              	
                Apple
      hereby grants to Company a nonexclusive, royalty-free, irrevocable,
      perpetual, worldwide license under the Project Work Product and Project
      IP, with the right to grant sublicenses, to make, have made, copy, modify,
      make derivative works of, display, perform, publish, use, sell, offer for
      sale, import and otherwise exploit such inventions, works of authorship,
      developments, improvements, data, materials, and trade secrets in
      connection with the Project Work Product or Project IP, or any
      improvements, derivatives, or successors to them, solely for use outside
      of Apple’s exclusive license field of Consumer Electronic
      Products.

              


      


      
        
           


        

        
          4

          
            

          

        

        
           


        

      

       

      APPLE
CONFIDENTIAL

       

      
        	
                7)

              	
                Indemnification. Company shall defend,
      indemnify and hold Apple harmless in accordance with the provisions of the
      MTA.

              


      

       

      
        	
                8)

              	
                Term
      and Termination.
      This Agreement shall have a term of three (3) years
      from the Closing Date. This Agreement may be renewed, at Apple’s
      sole option, for successive one-year terms. Apple may at any time
      terminate this Agreement upon written notice to Company. In event of
      termination by Apple following initiation of substantial work by Company
      under the Post-Closing Statements of Work, the amounts payable to Company
      will be prorated based on actual work performed and costs incurred prior
      to the date of Apple’s notice of termination, plus any unavoidable costs
      associated with termination of the Services, all such costs to be detailed
      in a final invoice delivered to Apple within sixty (60) days after
      termination of the Agreement. In no event shall any such post-termination
      payment exceed the next installment of the fees and expenses provided for
      in the Fees and Payment Schedule. Upon termination Company shall return to
      Apple all Apple Materials in its possession, together with completed or
      partially completed reports, data and samples, except for copies
      maintained for archival purposes to the extent permitted under the
      Statements of Work. The provisions of Sections 1(d), 1(e), 1(f), 1(g), 2,
      3(a), 4, 5, 6, 7, 8, 9 and 10 of this Agreement shall survive the
      expiration or termination of this
Agreement.

              


      

       

      
        	
                9)

              	
                Miscellaneous.

              


      

       

      
        	
                 
      

              	
                a)

              	
                All
      notices from one party to the other required or permitted under this
      Agreement shall be in writing, shall refer specifically to this Agreement,
      and shall be delivered in person, or sent by electronic or facsimile
      transmission for which a confirmation of delivery is obtained, or sent by
      registered mail or express courier services providing evidence of
      delivery, in each case to the recipient party’s respective address set
      forth on the signature page hereof (or to such updated address as may be
      specified in writing to the other party from time to time). Such notices
      will be deemed effective as of the date so delivered or on the third
      business day following mailing.

              


      

       

      
        	
                 
      

              	
                b)

              	
                Apple
      has entered into this Agreement based on Company’s particular proffered
      expertise. Company shall not assign, transfer, subcontract or otherwise
      delegate any of its obligations under this Agreement without Apple’s prior
      written consent in each instance. Any attempted assignment, transfer,
      subcontracting or other delegation without such consent shall be void and
      shall constitute a breach of this Agreement. Subject to the foregoing,
      this Agreement shall inure to the benefit of the parties’ successors and
      assigns.

              


      

       

      
        	
                 
      

              	
                c)

              	
                Company
      acknowledges that any breach of this Agreement by it may cause irreparable
      harm to Apple or its affiliates and that the remedies for breach may
      include injunctive relief against such breach, in addition to damages and
      other available remedies. The prevailing party shall be entitled to the
      award of its reasonable attorneys’ fees in any action to enforce this
      Agreement.

              


      


      
        
           


        

        
          5

          
            

          

        

        
           


        

      

       

      APPLE
CONFIDENTIAL

       

      
        	
                 
      

              	
                d)

              	
                This
      Agreement, including any SOWs and the Confidentiality Agreement referenced
      herein, constitutes the entire agreement between the parties relating to
      the subject matter hereof and supersedes and cancels all other prior
      agreements and understandings of the parties in connection with subject
      matter. The headings or titles in this Agreement are for purposes of
      reference only and shall not in any way affect the interpretation or
      construction of this Agreement.

              


      

       

      
        	
                 
      

              	
                e)

              	
                No
      waiver of any of the provisions of this Agreement shall be valid unless in
      a written document, signed by the party against whom such a waiver is
      sought to be enforced, nor shall failure to enforce any right hereunder
      constitute a continuing waiver of the same or a waiver of any other right
      hereunder. All amendments of this Agreement shall be made in writing and
      signed by both parties, and no oral amendment shall be binding on the
      parties.

              


      

       

      
        	
                 
      

              	
                f)

              	
                This
      Agreement shall be governed by and construed in accordance with the laws
      of the State of California without giving effect to any conflict of laws
      principles to the contrary. The parties hereby consent to jurisdiction and
      venue in the appropriate state and Federal courts sitting in the Northern
      District of California in any litigation between them arising out of this
      Agreement. If any provision of this Agreement is held to be invalid or
      unenforceable to any extent in any context, it shall nevertheless be
      enforced to the fullest extent allowed by law in that and other contexts,
      and the validity and force of the remainder of this Agreement shall not be
      affected thereby.

              


      

       

      
        	
                 
      

              	
                g)

              	
                In
      the event of a dispute, either party may commence litigation in the state
      or federal courts in Santa Clara County, California. The Parties
      irrevocably submit to the exclusive jurisdiction of those courts and agree
      that final judgment in any action or proceeding brought in such courts
      will be conclusive and may be enforced in any other jurisdiction upon
      final and conclusive judgment (a certified copy of which will be
      conclusive evidence of the judgment) or in any other manner provided by
      law. Each party irrevocably waives to the fullest extent permitted by
      applicable law (i) any objection it may have to the laying of venue in any
      court referred to above; (ii) any claim that any such action or proceeding
      has been brought in an inconvenient forum; and (iii) any immunity that it
      or its assets may have from any suit, execution, attachment (whether
      provisional or final, in aid of execution, before judgment or otherwise)
      or other legal process.

              


      

       

      
        	
                 
      

              	
                h)

              	
                Neither
      Apple nor Company will issue press releases or other publicity regarding
      the Agreement or its subject matter without the prior written approval of
      the other

              


      

       

      IN WITNESS WHEREOF, the
parties have executed this Development Agreement as of the effective date shown
above. Each of the persons signing this Agreement affirms that he or she is duly
authorized to do so and thereby to bind the indicated entity. This Agreement may
be executed simultaneously in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.


      
        
           


        

        
          6

          
            

          

        

        
           


        

      

       

      APPLE
CONFIDENTIAL

       

      
      

      
        
          
            
              	
                      APPLE:

                    	 
      	
                      COMPANY:

                    
	
                           

                    	 
      	
                           

                    
	 
      	 
      	 
      	 
      	 
      
	
                      By:

                    	
                      /s/ Zadesky

                    	 
      	
                      By:

                    	
                      /s/ Tony Chung

                    
	
                      Name:

                    	
                      Zadesky

                    	 
      	
                      Name:

                    	
                      Tony Chung

                    
	
                      Title:

                    	
                      VP Product Design

                    	 
      	
                      Title:

                    	
                      Chief Financial Officer

                    
	
                      Date:

                    	
                      8/5/10

                    	 
      	
                      Date:

                    	
                      8/4/10

                    
	 
      	 
      	 
      	 
      	 
      
	
                      Address:  

                    	
                      1 Infinite Loop

                    	 
      	
                      Address:  

                    	
                           

                    
	 
      	
                      305-IDR

                    	 
      	 
      	
                           

                    
	 
      	
                      Cupertino, CA 95014

                    	 
      	 
      	
                           

                    
	
                      Attn:

                    	
                           

                    	 
      	
                      Attn:

                    	
                           

                    


            

          

        

      


      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      ANNEX
10

       


      LMT
Security Agreement


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

       

      SECURITY
AGREEMENT

       

      1.           Grant of Security Interest.
For valuable consideration, the undersigned LIQUIDMETAL TECHNOLOGIES, INC.,
a Delaware corporation (“Debtor”), hereby grants and transfers
to APPLE INC., a
California corporation (“Creditor”),
a security interest in all of the property of Debtor, now existing or
hereafter arising, described on Exhibit A attached hereto (collectively, the
“Collateral”), subject to and in
accordance with the terms of this Agreement.

       

      2.           Obligations Secured. The
obligations secured hereby are the payment and performance of: (a) all present
and future obligations of Debtor to Creditor under the Master Transaction
Agreement of even date herewith (“MTA”) and the “Transaction
Documents” (as defined in the MTA) between Debtor and Creditor, as the same may
be amended, modified, supplemented or amended and restated from time to time;
and (b) all obligations of Debtor and rights of Creditor under this Agreement,
as the same may be amended, modified, supplemented or amended and restated from
time to time (the “Obligations”). The word “Obligations” is used herein in its most
comprehensive sense and includes any and all debts, obligations and liabilities
of Debtor under the MTA and Transaction Documents, including, without
limitation, the obligation to pay damages to Creditor relating to the
MTA.

       

      3.           Termination. This Agreement
and the security interests hereunder will terminate upon the earlier of (a) the
payment and performance of all obligations of Debtor to Creditor under the
Transaction Documents or (b) the second (2nd)
anniversary of the date of this Agreement; provided that if an Event of Default
under this Agreement or an “Event of Default” under the Security Agreement of
even date between Crucible Intellectual Property, LLC and Creditor shall have
occurred and be continuing on the second (2nd)
anniversary of the date of this Agreement, this Agreement shall not terminate
until such Event of Default has been cured or waived by Creditor. Upon the
termination of this Agreement and the security interests hereunder, Creditor
will, upon the written request of Debtor, confirm such termination in writing
and file (or grant Debtor in writing authorization to file) any termination
statements or lien releases necessary to evidence the termination of this
Agreement and the security interests hereunder.

       

      4.           Covenants of
Debtor.

       

      (a)            Debtor,
agrees in general: (i) to indemnify Creditor against all losses, claims,
demands, liabilities and expenses of every kind caused by property subject
hereto; (ii) to permit Creditor to exercise its powers; (iv) to execute and
deliver such documents as Creditor deems necessary to create, perfect and
continue the security interests contemplated hereby; (v) not to change its name,
and as applicable, its chief executive office, its principal residence or the
jurisdiction in which it is organized and/or registered without giving Creditor
prior written notice thereof; (vi) not to change the places where Debtor keeps
any Collateral or Debtor’s records concerning the Collateral and Proceeds
without giving Creditor prior written notice of the address to which Debtor is
moving same; and (vii) to cooperate with Creditor in perfecting all security
interests granted herein and in obtaining such agreements from third parties as
Creditor deems necessary, proper or convenient in connection with the
preservation, perfection or enforcement of any of its rights
hereunder.


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

       

      (b)            If
Debtor shall at any time hold or acquire any certificated securities comprising
any part of the Collateral, Debtor shall forthwith endorse, assign and deliver
the same to Creditor, accompanied by such instruments of transfer or assignment
duly executed in blank as Creditor may from time to time specify.

       

      (c)            If
and when Debtor shall obtain rights to any (i) patents or patent applications;
(ii) copyright registrations or copyright registration applications; (iii) mask
works or mask work registration applications; (iv) trademark registrations or
trademark registration applications; and (v) domain names that is included in
the LMT Technology (all of the intellectual property described in clauses (i)
through (iv), whether now owned or hereafter acquired, is collectively referred
to herein as the “Registered
Intellectual Property”), Debtor shall
notify Creditor of such fact and make all necessary or appropriate filings with
respect thereto to cause the security interest in such Registered Intellectual
Property to be perfected. Debtor shall promptly and diligently register any such
patent, copyright, trademark, service mark, trade name or other proprietary
rights of Debtor which is registerable with the applicable governmental or other
registration authority. Without the prior written consent of Creditor, Debtor
shall not apply to register any copyrightable works or mask works with the U.S.
Copyright Office, and any consent to such registration shall be conditioned upon
Debtor executing such documents and taking such further actions as Creditor
shall reasonably request in its sole discretion to perfect and continue
perfected, maintain the priority of or provide notice of, the security interest
granted to Creditor under this Agreement in such copyrightable works
notwithstanding such copyright registration. Notwithstanding the foregoing,
Debtor shall not be obligated to comply with the requirements of this paragraph
with respect to any LMT Intellectual Property as to which Debtor contributes and
assigns to Crucible Intellectual Property, LLC pursuant to and in accordance
with the terms of the MTA.

       

      (d)            Debtor
agrees with regard to the Collateral and Proceeds, unless Creditor agrees
otherwise in writing: (i) that Creditor is authorized to file financing
statements in the name of Debtor to perfect Creditor’s security interest in
Collateral and Proceeds; (ii) to pay when due all license fees, registration
fees and other charges in connection with any Collateral; (iii) not to permit
any lien on the Collateral or Proceeds; (vii) not to sell, hypothecate or
dispose of, nor permit the transfer by operation of law of, any of the
Collateral or Proceeds or any interest therein (other than as permitted or
required by the MTA and other than sublicenses of the LMT Technology in the
course of Debtor’s business or the portion of the LMT Technology licensed to
Debtor pursuant to that certain License Agreement with Crucible Intellectual
Property, LLC, of even date herewith); (iv) to permit Creditor to inspect the
Collateral at any time; (v) to keep, in accordance with generally accepted
accounting principles, complete and accurate records regarding all Collateral
and Proceeds, and to permit Creditor to inspect the same and make copies thereof
at any reasonable time; (vi) from time to time, when requested by Creditor, to
prepare and deliver a schedule of all Collateral and Proceeds subject to this
Agreement; and (vii) to provide any service and do any other acts which may be
necessary to maintain, preserve and protect all Collateral and, as appropriate
and applicable, to keep all Collateral in good and saleable condition, to deal
with the Collateral in accordance with the standards and practices adhered to
generally by users and owners of like property, and to keep all Collateral and
Proceeds free and clear of all defenses, rights of offset and
counterclaims.


      
        
           


        

        
          2

          
            

          

        

        
           


        

      

       

      5.           Powers of Creditor. Debtor
appoints Creditor its true attorney in fact to perform any of the following
powers, which are coupled with an interest, are irrevocable until termination of
this Agreement and may be exercised from time to time by Creditor’s officers and
employees, or any of them, whether or not an Event of Default has occurred: (a)
to perform any obligation of Debtor hereunder in Debtor’s name or otherwise; (b)
to prepare, execute, file, record or deliver notes, assignments, schedules,
designation statements, financing statements, continuation statements,
termination statements, statements of assignment, applications for registration
or like papers to perfect, preserve or release Creditor’s interest in the
Collateral and Proceeds; (c) to endorse, collect, deliver and receive payment
under instruments for the payment of money constituting or relating to Proceeds;
(d) to exercise all rights, powers and remedies which Debtor would have, but for
this Agreement, with respect to all Collateral and Proceeds subject hereto; (e)
to enter onto Debtor’s premises in inspecting the Collateral; and (f) to do all
acts and things and execute all documents in the name of Debtor or otherwise,
deemed by Creditor as necessary, proper and convenient in connection with the
preservation, perfection or enforcement of its rights hereunder. “Event of
Default” means any breach by
Debtor of (a) Section 1(b), 1(c), 2(b) or 8 of the MTA or (b) Section 1(d),
4(c), 4(f), 4(h), 8(g), 8(h), 9(f), 10, 11 or 13 of the MTA; provided that (i) a
breach of any section listed in clause (b) shall not constitute an Event of
Default where such breach is curable, Debtor has promptly initiated actions to
cure such breach, Debtor has vigorously and continuously undertaken to cure such
breach and, in any event, such breach is cured within thirty (30) days of Debtor
first learning of such breach; and (ii) a breach, whether listed in clause (a)
or clause (b), shall not constitute an Event of Default unless such breach could
reasonably be expected to have a material adverse effect on Creditor’s rights
under the Exclusive License Agreement, of even date herewith, between Crucible
Intellectual Property, LLC and Creditor.

       

      6.           Payment of Premiums, Taxes, Charges,
Liens and Assessments. Debtor agrees to pay, prior to delinquency, all
insurance premiums, taxes, charges, liens and assessments against the Collateral
and Proceeds, and upon the failure of Debtor to do so, Creditor at its option
may pay any of them and shall be the sole judge of the legality or validity
thereof and the amount necessary to discharge the same. Any such payments made
by Creditor shall be obligations of Debtor to Creditor, due and payable
immediately upon demand, together with interest at a rate determined in
accordance with the provisions of this Agreement, and shall be secured by the
Collateral and Proceeds, subject to all terms and conditions of this
Agreement.


      
        
           


        

        
          3

          
            

          

        

        
           


        

      

       

      7.           Remedies. Upon the occurrence
of an Event of Default and so long as such Event of Default is continuing,
Creditor shall have all other rights, powers, privileges and remedies granted to
a secured party upon default under the Uniform Commercial Code or the equivalent
body of law in the applicable jurisdiction or otherwise provided by law,
including without limitation, the right to sell, lease, license or otherwise
dispose of any or all Collateral. All rights, powers, privileges and remedies of
Creditor shall be cumulative. No delay, failure or discontinuance of Creditor in
exercising any right, power, privilege or remedy hereunder shall affect or
operate as a waiver of such right, power, privilege or remedy; nor shall any
single or partial exercise of any such right, power, privilege or remedy
preclude, waive or otherwise affect any other or further exercise thereof or the
exercise of any other right, power, privilege or remedy. Any waiver, permit,
consent or approval of any kind by Creditor of any default hereunder, or any
such waiver of any provisions or conditions hereof, must be in writing and shall
be effective only to the extent set forth in writing. It is agreed that public
or private sales or other disposition, for cash or on credit, to a wholesaler or
retailer or investor, or user of property of the types subject to this
Agreement, or public auctions, are all commercially reasonable since differences
in the prices generally realized in the different kinds of dispositions are
ordinarily offset by the differences in the costs and credit risks of such
dispositions. While Creditor is entitled to exercise its remedies under this
Section 7: (a) Debtor will deliver to Creditor from time to time, as requested
by Creditor, current lists of all Collateral and Proceeds; (b) Debtor will not
dispose of any Collateral or Proceeds except on terms approved by Creditor; (c)
at Creditor’s request, Debtor will assemble and deliver all Collateral and
Proceeds, and books and records pertaining thereto, to Creditor at a reasonably
convenient place designated by Creditor; and (d) Creditor may, without notice to
Debtor, enter onto Debtor’s premises and take possession of the Collateral. With
respect to any sale or other disposition by Creditor of any Collateral subject
to this Agreement, Debtor hereby expressly grants to Creditor the right to sell
such Collateral using any or all of Debtor’s trademarks, trade names, trade name
rights and/or proprietary labels or marks. Debtor further agrees that Creditor
shall have no obligation to process or prepare any Collateral for sale or other
disposition. Notwithstanding anything to the contrary set forth in this
Agreement, Creditor shall not have any right to foreclose upon or take any other
action with respect to the Collateral unless and until an Event of Default has
occurred and is continuing, provided that Creditor shall have the right to
exercise the powers in Section 5 hereof whether or not an Event of Default has
occurred and is continuing.

       

      8.           Disposition of Collateral and
Proceeds; Transfer of Obligations. In disposing of Collateral hereunder,
Creditor may disclaim all warranties of title, possession, quiet enjoyment and
the like. Any proceeds of any disposition of any Collateral or Proceeds, or any
part thereof, may be applied by Creditor to the payment of expenses incurred by
Creditor in connection with the foregoing, including reasonable attorneys’ fees,
and the balance of such proceeds may be applied by Creditor toward the payment
of the Obligations in such order of application as Creditor may from time to
time elect. Upon the transfer of all or any part of the Obligations, Creditor
may transfer all or any part of the Collateral or Proceeds and shall be fully
discharged thereafter from all liability and responsibility with respect to any
of the foregoing so transferred, and the transferee shall be vested with all
rights and powers of Creditor hereunder with respect to any of the foregoing so
transferred; but with respect to any Collateral or Proceeds not so transferred,
Creditor shall retain all rights, powers, privileges and remedies herein
given.

       

      9.           Statute of Limitations. Prior
to the termination of this Agreement pursuant to Section 3 hereof, the power of
sale or other disposition and all other rights, powers, privileges and remedies
granted to Creditor hereunder shall continue to exist and may be exercised by
Creditor at any time and from time to time irrespective of the fact that the
Obligations or any part thereof may have become barred by any statute of
limitations, or that the personal liability of Debtor may have ceased, unless
such liability shall have ceased due to the satisfaction in full of all
Obligations secured hereunder.


      
        
           


        

        
          4

          
            

          

        

        
           


        

      

       

      10.           Notices. All notices from one
party to the other required or permitted under this Agreement shall be in
writing, shall refer specifically to this Agreement, and shall
be delivered in person, or sent by electronic or facsimile
transmission for which a confirmation of delivery is obtained, or sent by
registered mail or express courier services providing evidence of delivery, in
each case to the recipient party’s respective address set forth on the signature
page to the MTA (or to such updated address as may be specified in writing to
the other party from time to time). Such notices will be deemed effective as of
the date so delivered or on the third business day following
mailing.

       

      11.           Costs, Expenses and Attorneys’ Fees.
Debtor shall pay to Creditor immediately upon demand the full amount of
all payments, advances, charges, costs and expenses, including reasonable
attorneys’ fees (to include outside counsel fees and all allocated costs of
Creditor’s in-house counsel), expended or incurred by Creditor in connection
with (a) the perfection and preservation of the Collateral or Creditor’s
interest therein; and (b) the realization, enforcement and exercise of any
right, power, privilege or remedy conferred by this Agreement, whether incurred
at the trial or appellate level, in an arbitration proceeding or otherwise, and
including any of the foregoing incurred in connection with any bankruptcy
proceeding (including without limitation, any adversary proceeding, contested
matter or motion brought by Creditor or any other person) relating to Debtor or
in any way affecting any of the Collateral or Creditor’s ability to exercise any
of its rights or remedies with respect thereto. All of the foregoing shall be
paid by Debtor with interest from the date of demand until paid in full at a
rate per annum equal to the greater of (i) 10% or (ii) “prime rate” as reported
in The Wall Street Journal
in effect from time to time plus two percent.

       

      12.           Successors; Assigns; Amendment.
This Agreement shall be binding upon and inure to the benefit of the
heirs, executors, administrators, legal representatives, successors and assigns
of the parties, and may be amended or modified only in writing signed by
Creditor and Debtor.

       

      13.           Severability of Provisions. If
any provision of this Agreement shall be held to be prohibited by or invalid
under applicable law, such provision shall be ineffective only to the extent of
such prohibition or invalidity, without invalidating the remainder of such
provision or any remaining provisions of this Agreement.

       

      14.           Governing Law. This Agreement
shall be governed by and construed in accordance with the laws of the State of
California without giving effect to any conflict of laws principles to the
contrary. The parties hereby consent to jurisdiction and venue in the
appropriate state and Federal courts sitting in the Northern District of
California in any litigation between them arising out of this Assignment. If any
provision of this Agreement is held to be invalid or unenforceable to any extent
in any context, it shall nevertheless be enforced to the fullest extent allowed
by law in that and other contexts, and the validity and force of the remainder
of this Agreement shall not be affected thereby.

       

      15.           Jurisdiction. In the event of
a dispute, either party may commence litigation in the state or federal courts
in Santa Clara County, California. The parties irrevocably submit to the
exclusive jurisdiction of those courts and agree that final judgment in any
action or proceeding brought in such courts will be conclusive and may be
enforced in any other jurisdiction upon final and conclusive judgment (a
certified copy of which will be conclusive evidence of the judgment) or in any
other manner provided by law. Each party irrevocably waives to the fullest
extent permitted by applicable law (i) any objection it may have to the laying
of venue in any court referred to above; (ii) any claim that any such action or
proceeding has been brought in an inconvenient forum; and (iii) any immunity
that it or its assets may have from any suit, execution, attachment (whether
provisional or final, in aid of execution, before judgment or otherwise) or
other legal process.

       

      [END OF
DOCUMENT TEXT; SIGNATURES TO FOLLOW]


      
        
           


        

        
          5

          
            

          

        

        
           


        

      

       

      IN
WITNESS WHEREOF, this Agreement has been duly executed as of August 4, 2010.
Each of the persons signing this Agreement affirms that he or she is duly
authorized to do so and thereby to bind the indicated entity. This Agreement may
be executed simultaneously in
two or more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.

      


      
        
          
            	
                    LIQUIDMETAL
      TECHNOLOGIES, INC. a

                    Delaware
      corporation

                  
	 
      
	
                    By

                  	
                    /s/ Tony Chung

                  
	
                    Its  

                  	
                    Chief
      Financial Officer

                  


          

        

      


      
        
           


        

        
          6

          
            

          

        

        
           


        

      

       

      Exhibit
A

      Collateral

       

      The
“Collateral” shall consist of the following:

       

      (i)           All
of Debtor’s right, title and interest, whether now existing or hereafter
arising, in the “LMT Technology” to the extent not assigned to Crucible
Intellectual Property, LLC, a Delaware limited liability company (“Crucible”) in
accordance with the MTA.

       

      (ii)          The
Exclusive License Agreement, dated July __, 2010 between Crucible and Debtor, as
the same may be amended, modified, supplemented and amended and restated from
time to time.

       

      (iii)         All
membership interests of Crucible, now existing and any membership interest of
Crucible hereafter issued, all securities or other instruments in addition to,
in substitution of, or in exchange for any of such membership interest (whether
as a distribution in connection with any recapitalization, reorganization or
reclassification, a stock dividend or otherwise), and any distributions of cash
or property in respect of the items described in this clause (iii).

       

      (iv)         All
Proceeds (as defined in the California Uniform Commercial Code) of the
foregoing.

       

      For
purposes of the foregoing the following definitions apply:

       

      (i)          
“LMT Technology” shall mean any and all Intellectual Property and Intellectual
Property Rights that, at any time during the Capture Period, is: (a) owned or
licensed (including without limitation sub-licensed) by Debtor or Liquidmetal
Coatings, LLC, a Delaware limited liability company (“LMC”), or that Debtor or
LMC have a right to use; or (b) owned or licensed (including without limitation
sub-licensed) by Crucible, or that Crucible has a right to use, after being
transferred to Crucible by Debtor or LMC. For the avoidance of doubt, any
Intellectual Property Rights related to or arising from Intellectual Property
first created, conceived, invented, or discovered before the end of the Capture
Period shall be deemed to be within the definition of LMT Technology. Thus, for
example, a patent application or copyright application filed, or any patent
issued or copyright registration issued, more than five years after the Closing
Date, but that is related to an invention conceived or work created within
eighteen (18) months of the date on which the license is granted to Apple
pursuant to Section 9(a) of the MTA (“Closing Date”), shall be deemed within the
definition of LMT Technology. For purposes of clarification, however,
improvements or derivatives of LMT Technology first created, conceived,
invented, or discovered after the Capture Period shall not be “LMT Technology”
notwithstanding the fact that such improvements or derivatives are derived from,
improve, or otherwise relate to LMT Technology. The LMC patents and all LMC
trademarks identified in Annex 15 of the MTA are excluded from “LMT
Technology.”


      
        
           


        

        
          7

          
            

          

        

        
           


        

      

       

      (ii)          
“Intellectual Property” shall mean and includes all algorithms, application
program interfaces, customer lists, databases, schemata, design documents and
analyses, diagrams, documentation, drawings, formulae, discoveries and
inventions (whether or not patentable), know-how, literary works, copyrightable
works, works of authorship, mask works, logos, marks (including names, logos,
slogans, and trade dress), methods, methodologies, architectures, processes,
program listings, programming tools, proprietary information, protocols,
schematics, specifications, software, software code (in any form including
source code and executable or object code), subroutines, user interfaces,
techniques, uniform resource locators, web sites, and all other forms and types
of technology (whether or not embodied in any tangible form and including all
tangible embodiments of the foregoing such as compilations of information,
instruction manuals, notebooks, prototypes, reports, samples, studies, and
summaries).

       

      (iii)         
“Intellectual Property Rights” shall mean and includes all past, present, and
future rights of the following types, which may exist or be created under the
laws of any jurisdiction in the world: (a) rights associated with works of
authorship, including exclusive exploitation rights, copyrights, moral rights,
and mask works; (b) trademark and trade name rights and similar rights; (c)
trade dress rights; (d) trade secret rights; (e) patents and industrial property
rights; (f) other proprietary rights in Intellectual Property of every kind and
nature; and (g) all registrations, renewals, extensions, combinations,
divisions, continuations, continuations in part, reexamination certificates, or
reissues of, and applications for, any of the rights referred to in clauses (a)
through (f) above.

       

      (iv)         
“Capture Period” shall mean the period commencing on the Closing Date and ending
on the eighteen month anniversary of the Closing Date.


      
        
           


        

        
          8

          
            

          

        

        
           


        

      

       

      ANNEX
11

       

      LMT-SPE
Security Agreement


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

       

      SECURITY
AGREEMENT

       

      1.           Grant of Security Interest.
For valuable consideration, the undersigned CRUCIBLE INTELLECTUAL PROPERTY, LLC,
a Delaware limited liability company (“Debtor”),
hereby grants and transfers to APPLE INC., a California
corporation (“Creditor”),
a security interest in all of the following property of Debtor, now
existing or hereafter arising (collectively, the “Collateral”):
(i) all accounts; (ii) all chattel paper; (iii) all commercial tort
claims; (iv) all deposit accounts; (v) all documents; (vi) all equipment; (vii)
all general intangibles; (viii) all instruments; (ix) all inventory; (x) all
investment property; (xi) all letters of credit and letters-of-credit rights;
(xii) all money; (xiii) all other goods not otherwise included in any of clauses
(i) - (xii) of this Section 1 and (xiv) all supporting obligations, together
with whatever is receivable or received when any of the foregoing or the
proceeds thereof are sold, leased, collected, exchanged or otherwise disposed
of, whether such disposition is voluntary or involuntary, including without
limitation, all rights to payment, including returned premiums, with respect to
any insurance relating to any of the foregoing, and all rights to payment with
respect to any claim or cause of action affecting or relating to any of the
foregoing (collectively, “Proceeds”).
The security interest granted pursuant to this Agreement shall be subject
and subordinate to all rights, powers and privileges of (a) Creditor, as
licensee, under that certain Exclusive License Agreement of even date herewith
(the “Apple
License”) between Creditor and Debtor,
and (b) Liquidmetal Coatings, LLC, a Delaware limited liability company (“LMC”), under that certain Exclusive
License Agreement of even date herewith (the “LMC License”)
between Debtor and LMC. Creditor hereby agrees that in the event the
security interest granted pursuant to this Agreement shall be enforced and, as a
result of such enforcement, any of the Collateral shall be transferred to any
person or entity, (i) such person or entity shall acquire or otherwise receive
any such Collateral subject to all rights, powers and privileges of Creditor and
LMC under the Apple License and the LMC License, respectively, (ii) such
acquirer may not interfere with or disturb Apple’s or LMC’s respective use and
enjoyment of their rights, powers and privileges under the Apple License and LMC
License, respectively, and (iii) the Apple License and the LMC License shall
continue in full force and effect as if such security interest had not been
granted or enforced. A term not otherwise defined in this Agreement but defined
in the California Uniform Commercial Code (“UCC”)
shall have the meaning ascribed to it in the UCC. LMC and its successor
and assigns are intended third-party beneficiaries of the provisions in this
Section 1 that relate to LMC or the LMC License Agreement (collectively, the
“LMC
Provisions”); and LMC and its successors
and assigns shall have the right to enforce the LMC provisions as if original
parties hereto; and no such LMC Provisions may be amended or otherwise modified
without first obtaining the written consent of LMC or its successors and
assigns, as applicable. Nothing in the preceding sentence shall prohibit or
otherwise restrict the Creditor and Debtor from amending or otherwise modifying
any provisions of this Agreement that are unrelated to the LMC Provisions; and
no such unrelated amendments or modifications shall require that any notice be
given to, or that any consent be obtained from, LMC or its successors or
assigns.


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

       

      2.           Obligations Secured. The
obligations secured hereby are the payment and performance of (a) all present
and future obligations of Debtor to Creditor under the Master Transaction
Agreement of even date herewith (“MTA”),
the Exclusive License Agreement of even date herewith, and the other
“Transaction Documents” (as defined in the MTA) between Debtor and Creditor, as
the same may be amended, modified, supplemented or amended and restated from
time to time; and (b) all obligations of Debtor and rights of Creditor under
this Agreement, as the same may be amended, modified, supplemented or amended
and restated from time to time (the “Obligations”).
The word “Obligations”
is used herein in its most comprehensive sense and includes any and all
debts, obligations and liabilities of Debtor under the MTA and Transaction
Documents, including, without limitation, the obligation to pay damages to
Creditor relating to the MTA.

       

      3.           Termination. This Agreement
and the security interests hereunder will terminate upon the earlier of (a) the
payment and performance of all obligations of Debtor to Creditor under the
Transaction Documents or (b) the second (2nd)
anniversary of the date of this Agreement; provided that if an Event of Default
under this Agreement or an “Event of Default” under the Security Agreement of
even date between LMT and Creditor shall have occurred and be continuing on the
second (2nd)
anniversary of the date of this Agreement, this Agreement shall not terminate
until such Event of Default has been cured or waived by Creditor. Upon the
termination of this Agreement and the security interests hereunder, Creditor
will, upon the written request of Debtor, confirm such termination in writing
and file (or grant Debtor in writing authorization to file) any termination
statements or lien releases necessary to evidence the termination of this
Agreement and the security interests hereunder.

       

      4.           Covenants of
Debtor.

       

      (a)           Debtor,
agrees in general: (i) to indemnify Creditor against all losses, claims,
demands, liabilities and expenses of every kind caused by property subject
hereto; (ii) to permit Creditor to exercise its powers; (iv) to execute and
deliver such documents as Creditor deems necessary to create, perfect and
continue the security interests contemplated hereby; (v) not to change its name,
and as applicable, its chief executive office, its principal residence or the
jurisdiction in which it is organized and/or registered without giving Creditor
prior written notice thereof; (vi) not to change the places where Debtor keeps
any Collateral or Debtor’s records concerning the Collateral and Proceeds
without giving Creditor prior written notice of the address to which Debtor is
moving same; and (vii) to cooperate with Creditor in perfecting all security
interests granted herein and in obtaining such agreements from third parties as
Creditor deems necessary, proper or convenient in connection with the
preservation, perfection or enforcement of any of its rights
hereunder.

       

      (b)           If
and when Debtor shall obtain rights to any (i) patents or patent applications;
(ii) copyright registrations or copyright registration applications; (iii) mask
works or mask work registration applications; (iv) trademark registrations or
trademark registration applications; and (v) domain names that is included in
the LMT Technology (all of the intellectual property described in clauses (i)
through (iv), whether now owned or hereafter acquired, is collectively referred
to herein as the “Registered
Intellectual Property”), Debtor shall
notify Creditor of such fact and make all necessary or appropriate filings with
respect thereto to cause the security interest in such Registered Intellectual
Property to be perfected. Debtor shall promptly and diligently register any such
patent, copyright, trademark, service mark, trade name or other proprietary
rights of Debtor which is registerable with the applicable governmental or other
registration authority. Without the prior written consent of Creditor, Debtor
shall not apply to register any copyrightable works or mask works with the U.S.
Copyright Office, and any consent to such registration shall be conditioned upon
Debtor executing such documents and taking such further actions as Creditor
shall reasonably request in its sole discretion to perfect and continue
perfected, maintain the priority of or provide notice of, the security interest
granted to Creditor under this Agreement in such copyrightable works
notwithstanding such copyright registration.


      
        
           


        

        
          2

          
            

          

        

        
           


        

      

       

      (c)           Debtor
agrees with regard to the Collateral and Proceeds, unless Creditor agrees
otherwise in writing: (i) that Creditor is authorized to file financing
statements in the name of Debtor to perfect Creditor’s security interest in
Collateral and Proceeds; (ii) to pay when due all license fees, registration
fees and other charges in connection with any Collateral unless otherwise
required by the MTA; (iii) not to permit any lien on the Collateral or Proceeds;
(vii) not to sell, hypothecate or dispose of, nor permit the transfer by
operation of law of, any of the Collateral or Proceeds or any interest therein
(excluding the grant of the licenses provided for in the Apple License Agreement
and LMT License Agreement, as those terms are defined in the MTA); (iv) to
permit Creditor to inspect the Collateral at any time; (v) to keep, in
accordance with generally accepted accounting principles, complete and accurate
records regarding all Collateral and Proceeds, and to permit Creditor to inspect
the same and make copies thereof at any reasonable time; (vi) from time to time,
when requested by Creditor, to prepare and deliver a schedule of all Collateral
and Proceeds subject to this Agreement; and (vii) to provide any service and do
any other acts which may be necessary to maintain, preserve and protect all
Collateral and, as appropriate and applicable, to keep all Collateral in good
and saleable condition, to deal with the Collateral in accordance with the
standards and practices adhered to generally by users and owners of like
property, and to keep all Collateral and Proceeds free and clear of all
defenses, rights of offset and counterclaims.

       

      5.           Powers of Creditor. Debtor
appoints Creditor its true attorney in fact to perform any of the following
powers, which are coupled with an interest, are irrevocable until termination of
this Agreement and may be exercised from time to time by Creditor’s officers and
employees, or any of them, whether or not an Event of Default has occurred: (a)
to perform any obligation of Debtor hereunder in Debtor’s name or otherwise; (b)
to release or substitute security; (c) to prepare, execute, file, record or
deliver notes, assignments, schedules, designation statements, financing
statements, continuation statements, termination statements, statements of
assignment, applications for registration or like papers to perfect, preserve or
release Creditor’s interest in the Collateral and Proceeds; (d) to endorse,
collect, deliver and receive payment under instruments for the payment of money
constituting or relating to Proceeds; (e) to exercise all rights, powers and
remedies which Debtor would have, but for this Agreement, with respect to all
Collateral and Proceeds subject hereto; (f) to enter onto Debtor’s premises in
inspecting the Collateral; and (g) to do all acts and things and execute all
documents in the name of Debtor or otherwise, deemed by Creditor as necessary,
proper and convenient in connection with the preservation, perfection or
enforcement of its rights hereunder. “Event of Default” means any breach by
Debtor of (a) Section 3(b) of the MTA or (b) Sections 5(a), 5(c), 5(d) or 6 of
the MTA or section 4.3 of the Exclusive License Agreement, of even date
herewith, between Debtor and Creditor (the “Apple License
Agreement”); provided that
(i) a breach of any section listed in clause (b) shall not constitute an Event
of Default where such breach is curable, Debtor has promptly initiated actions
to cure such breach, Debtor has vigorously and continuously undertaken to cure
such breach and, in any event, such breach is cured within thirty (30) days of
Debtor first learning of such breach; and (ii) a breach, whether listed in
clause (a) or clause (b), shall not constitute an Event of Default unless such
breach could reasonably be expected to have a material adverse effect on
Creditor’s rights under the Apple License Agreement.


      
        
           


        

        
          3

          
            

          

        

        
           


        

      

       

      6.           Payment of Premiums, Taxes, Charges,
Liens and Assessments. Debtor agrees to pay, prior to delinquency, all
insurance premiums, taxes, charges, liens and assessments against the Collateral
and Proceeds, and upon the failure of Debtor to do so, Creditor at its option
may pay any of them and shall be the sole judge of the legality or validity
thereof and the amount necessary to discharge the same. Any such payments made
by Creditor shall be obligations of Debtor to Creditor, due and payable
immediately upon demand, together with interest at a rate determined in
accordance with the provisions of this Agreement, and shall be secured by the
Collateral and Proceeds, subject to all terms and conditions of this
Agreement.

       

      7.           Remedies. Upon the occurrence
of an Event of Default and so long as such Event of Default is continuing,
Creditor shall have all other rights, powers, privileges and remedies granted to
a secured party upon default under the Uniform Commercial Code or the equivalent
body of law in the applicable jurisdiction or otherwise provided by law,
including without limitation, the right to sell, lease, license or otherwise
dispose of any or all Collateral. All rights, powers, privileges and remedies of
Creditor shall be cumulative. No delay, failure or discontinuance of Creditor in
exercising any right, power, privilege or remedy hereunder shall affect or
operate as a waiver of such right, power, privilege or remedy; nor shall any
single or partial exercise of any such right, power, privilege or remedy
preclude, waive or otherwise affect any other or further exercise thereof or the
exercise of any other right, power, privilege or remedy. Any waiver, permit,
consent or approval of any kind by Creditor of any default hereunder, or any
such waiver of any provisions or conditions hereof, must be in writing and shall
be effective only to the extent set forth in writing. It is agreed that public
or private sales or other disposition, for cash or on credit, to a wholesaler or
retailer or investor, or user of property of the types subject to this
Agreement, or public auctions, are all commercially reasonable since differences
in the prices generally realized in the different kinds of dispositions are
ordinarily offset by the differences in the costs and credit risks of such
dispositions. While Creditor is entitled to exercise its remedies under this
Section 7: (a) Debtor will deliver to Creditor from time to time, as requested
by Creditor, current lists of all Collateral and Proceeds; (b) Debtor will not
dispose of any Collateral or Proceeds except on terms approved by Creditor; (c)
at Creditor’s request, Debtor will assemble and deliver all Collateral and
Proceeds, and books and records pertaining thereto, to Creditor at a reasonably
convenient place designated by Creditor; and (d) Creditor may, without notice to
Debtor, enter onto Debtor’s premises and take possession of the Collateral. With
respect to any sale or other disposition by Creditor of any Collateral subject
to this Agreement, Debtor hereby expressly grants to Creditor the right to sell
such Collateral using any or all of Debtor’s trademarks, trade names, trade name
rights and/or proprietary labels or marks. Debtor further agrees that Creditor
shall have no obligation to process or prepare any Collateral for sale or other
disposition. Notwithstanding anything to the contrary set forth in this
Agreement, Creditor shall not have any right to foreclose upon or take any other
action with respect to the Collateral unless and until an Event of Default has
occurred and is continuing, provided that Creditor shall have the right to
exercise the powers in Section 5 hereof whether or not an Event of Default has
occurred and is continuing.


      
        
           


        

        
          4

          
            

          

        

        
           


        

      

       

      8.           Disposition of Collateral and
Proceeds; Transfer of Obligations. In disposing of Collateral hereunder,
Creditor may disclaim all warranties of title, possession, quiet enjoyment and
the like. Any proceeds of any disposition of any Collateral or Proceeds, or any
part thereof, may be applied by Creditor to the payment of expenses incurred by
Creditor in connection with the foregoing, including reasonable attorneys’ fees,
and the balance of such proceeds may be applied by Creditor toward the payment
of the Obligations in such order of application as Creditor may from time to
time elect. Upon the transfer of all or any part of the Obligations, Creditor
may transfer all or any part of the Collateral or Proceeds and shall be fully
discharged thereafter from all liability and responsibility with respect to any
of the foregoing so transferred, and the transferee shall be vested with all
rights and powers of Creditor hereunder with respect to any of the foregoing so
transferred; but with respect to any Collateral or Proceeds not so transferred,
Creditor shall retain all rights, powers, privileges and remedies herein
given.

       

      9.           Statute of Limitations. Prior
to the termination of this Agreement pursuant to Section 3 hereof, the power of
sale or other disposition and all other rights, powers, privileges and remedies
granted to Creditor hereunder shall continue to exist and may be exercised by
Creditor at any time and from time to time irrespective of the fact that the
Obligations or any part thereof may have become barred by any statute of
limitations, or that the personal liability of Debtor may have ceased, unless
such liability shall have ceased due to the satisfaction in full of all
Obligations secured hereunder.

       

      10.         Notices. All notices from one
party to the other required or permitted under this Agreement shall be in
writing, shall refer specifically to this Agreement, and shall be delivered in
person, or sent by electronic or facsimile transmission for which a confirmation
of delivery is obtained, or sent by registered mail or express courier services
providing evidence of delivery, in each case to the recipient party’s respective
address set forth on the signature page to the MTA (or to such updated address
as may be specified in writing to the other party from time to time). Such
notices will be deemed effective as of the date so delivered or on the third
business day following mailing.

       

      11.         Costs, Expenses and Attorneys’ Fees.
Debtor shall pay to Creditor immediately upon demand the full amount of
all payments, advances, charges, costs and expenses, including reasonable
attorneys’ fees (to include outside counsel fees and all allocated costs of
Creditor’s in-house counsel), expended or incurred by Creditor in connection
with (a) the perfection and preservation of the Collateral or Creditor’s
interest therein; and (b) the realization, enforcement and exercise of any
right, power, privilege or remedy conferred by this Agreement, whether incurred
at the trial or appellate level, in an arbitration proceeding or otherwise, and
including any of the foregoing incurred in connection with any bankruptcy
proceeding (including without limitation, any adversary proceeding, contested
matter or motion brought by Creditor or any other person) relating to Debtor or
in any way affecting any of the Collateral or Creditor’s ability to exercise any
of its rights or remedies with respect thereto. All of the foregoing shall be
paid by Debtor with interest from the date of demand until paid in full at a
rate per annum equal to the greater of (i) 10% or (ii) “prime rate” as reported
in The Wall Street Journal
in effect from time to time plus two percent.

       

      12.         Successors; Assigns; Amendment.
This Agreement shall be binding upon and inure to the benefit of the
heirs, executors, administrators, legal representatives, successors and assigns
of the parties, and may be amended or modified only in writing signed by
Creditor and Debtor.


      
        
           


        

        
          5

          
            

          

        

        
           


        

      

       

      13.         Severability of Provisions. If
any provision of this Agreement shall be held to be prohibited by or invalid
under applicable law, such provision shall be ineffective only to the extent of
such prohibition or invalidity, without invalidating the remainder of such
provision or any remaining provisions of this Agreement.

       

      14.         Governing Law. This Agreement
shall be governed by and construed in accordance with the laws of the State of
California without giving effect to any conflict of laws principles to the
contrary. The parties hereby consent to jurisdiction and venue in the
appropriate state and Federal courts sitting in the Northern District of
California in any litigation between them arising out of this Assignment. If any
provision of this Agreement is held to be invalid or unenforceable to any extent
in any context, it shall nevertheless be enforced to the fullest extent allowed
by law in that and other contexts, and the validity and force of the remainder
of this Agreement shall not be affected thereby.

       

      15.         Jurisdiction. In the event of
a dispute, either party may commence litigation in the state or federal courts
in Santa Clara County, California. The parties irrevocably submit to the
exclusive jurisdiction of those courts and agree that final judgment in any
action or proceeding brought in such courts will be conclusive and may be
enforced in any other jurisdiction upon final and conclusive judgment (a
certified copy of which will be conclusive evidence of the judgment) or in any
other manner provided by law. Each party irrevocably waives to the fullest
extent permitted by applicable law (i) any objection it may have to the laying
of venue in any court referred to above; (ii) any claim that any such action or
proceeding has been brought in an inconvenient forum; and (iii) any immunity
that it or its assets may have from any suit, execution, attachment (whether
provisional or final, in aid of execution, before judgment or otherwise) or
other legal process.

       

      [END OF
DOCUMENT TEXT; SIGNATURES TO FOLLOW]


      
        
           


        

        
          6

          
            

          

        

        
           


        

      

       

      IN
WITNESS WHEREOF, this Agreement has been duly executed as of August 4, 2010.
Each of the persons signing this Agreement affirms that he or she is duly
authorized to do so and thereby to bind the indicated entity. This Agreement may
be executed simultaneously in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.

      


      
        
          
            
              	
                      Crucible
      Intellectual Property, LLC, a
      Delaware

                      limited
      liability company

                    
	 
      
	
                      By

                    	
                      /s/
      Tony Chung

                    
	
                      Its  

                    	
                      Chief
      Financial Officer

                    


            

          

        

      

      
      

      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

       

      ANNEX
12

       

      Form
of Release


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    
    

    
       

      RELEASE

       

      This
Release (this “Release”) is being executed and delivered by
the undersigned (each, a “Releasor”) in accordance with Section 5(j) of
the Master Transaction Agreement, dated August 5, 2010 (the “Agreement”)
between Apple Inc., a California corporation (“Apple”), Liquidmetal
Technologies, Inc. a Delaware corporation, Liquidmetal Coatings, LLC, a Delaware
limited liability company, and Crucible Intellectual Property, LLC, a Delaware
limited liability company. Capitalized terms used in this Release without
definition have the respective meanings given to them in the
Agreement.

       

      Each
Releasor, for good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, and intending to be legally bound, hereby agree as
follows:

       

      1.           Each
Releasor acknowledges that execution and delivery of this Release is an
obligation of it under the Agreement and that Apple relied on the agreement of
such Releasor to execute and deliver this Release in consummating the
transactions contemplated in the Agreement.

       

      2.           Each
Releasor hereby releases and forever discharges Apple, and its respective
officers, directors, stockholders, members, managers, subsidiaries, successors
and assigns (individually, a “Releasee” and collectively, “Releasees”) from any and all claims, demands,
proceedings, causes of action, orders, obligations, contracts, agreements, debts
and liabilities whatsoever, whether known or unknown, suspected or unsuspected,
both at law and in equity (“Claim(s)”), that the Releasor now has, has ever
had or may hereafter have against Releasees arising specifically as a result of
any act or omission made by Apple in the exercise by Apple of any right, power
or privilege, or in the performance of any obligation, under Section 5(a) of the
Agreement; provided, however, that the foregoing release shall not apply to (i)
any act or omission made by a Releasee in bad faith, with gross negligence, or
with willful misconduct, (ii) any failure by Apple to pay any cost required to
be paid by Apple in Section 5 of the Agreement.

       

      3.           Each
Releasor hereby irrevocably covenants to refrain from, directly or indirectly,
asserting any claim or demand, or commencing, instituting or causing to be
commenced, any proceeding of any kind against any Releasee, based upon any
matter released hereby.

       

      4.           Without
in any way limiting any of the rights and remedies otherwise available to any
Releasee, Releasor shall indemnify and hold harmless each Releasee from and
against all loss, liability, claim, damage (including incidental and
consequential damages) or expense (including costs of investigation and defense
and reasonable attorney’s fees) whether or not involving third party claims,
arising directly or indirectly from or in connection with (i) the assertion by
or on behalf of the Releasor or any of its affiliates, and its respective
officers, directors, stockholders, members, managers or partners, or any other
person holding a direct or indirect interest in the Releasor or an affiliate of
the Releasor, of any claim or other matter released pursuant to this Release and
(ii) the assertion by any third party of any claim or demand against any
Releasee which claim or demand arises directly on indirectly from, or in
connection with, any assertion by or on behalf of the Releasor or any of its
affiliates against such third party of any claims or other matter released
pursuant to this Release. In furtherance of this Release, the Releasor waives
any right it may have under any statutes and regulations, which states, in
substance:


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

       

      “A
general release does not extend to claims which the creditor does not know or
suspect to exist in his favor at the time of executing the release, which, if
known by him, may have materially affected his settlement with the
debtor”

       

      5.           Each
Releasor acknowledges that it has been provided the opportunity to retain
counsel of the Releasor’s choosing to advise the Releasor regarding this Release
or has voluntarily elected not to consult counsel. Releasor represents and
warrants that it has not assigned any Claim (or any part thereof) and that
Releasor is unaware of any individual or entity asserting an interest or right
in or with respect to any Claim.

       

      6.           If
any provision of this Release is held invalid or unenforceable by any court of
competent jurisdiction, the other provisions of this Release will remain in full
force and effect. Any provision of this Release held invalid or unenforceable
only in part or degree will remain in full force and effect to the extent not
held invalid or unenforceable.

       

      7.           This
Release may not be changed except in a writing signed by the person(s) against
whose interest such change shall operate. This Release shall be governed by and
construed under the laws of the State of California without regard to principles
of conflicts of law.

       

      8.           All
words used in this Release will be construed to be of such gender or number as
the circumstances require.

       

      9.           Facsimile
or other electronically delivered copies of the signature page to this Release
shall be treated as between the parties as original signatures for all purposes,
notwithstanding that the original copy bearing the party’s original signature
and used to generate the facsimile or other copy transmission is not
delivered.

       

      [Signature
Page Follows]


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

       

      IN WITNESS WHEREOF, the undersigned has executed and
delivered this Release as of this 4th
day of August, 2010

      


      
        
          	
                  RELEASOR:

                
	 
      
	
                  LIQUIDMETAL
      TECHNOLOGIES, INC.

                
	 
      
	
                  By

                	
                  /s/ Larry Buffington

                
	 
      	 
      
	
                  Its  

                	
                  PRESIDENT / CEO

                
	 
      
	
                  LIQUIDMETAL
      COATINGS, INC.

                
	 
      
	
                  By

                	
                  /s/ Larry Buffington

                
	 
      	 
      
	
                  Its

                	
                  PRESIDENT / CEO

                
	 
      
	
                  CRUCIBLE
      INTELLECTUAL PROPERTY, LLC

                
	 
      
	
                  By

                	
                  /s/ Tony Chung

                
	 
      	 
      
	
                  Its

                	
                  Chief Financial
  Officer

                


        

      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

       

      ANNEX
13

       

      Patent
Counsel Engagement Letter


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      

       

      Pillsbury
Winthrop Shaw Pittman LLP

      2300 N
Street, NW | Washington, DC 20037-1122 | tel 202.663.8000 | fax
202.663.8007

      


      Raj S.
Davé

      tel
202.663.8228

      raj.dave@pillsburylaw.com

       

      August 2,
2010

       

      Crucible
Intellectual Property LLC

      30452
Esperanza

      Rancho
Santa Margarita, CA 92688

      Attention:
Mr. Ricardo A. Salas

       

      Apple,
Inc.

      1
Infinite Loop

      Cupertino,
CA 95014

      Attention:
Mr. Patrick J. Murphy

       

      
        	
                Re:

              	
                Engagement
      for legal services to be performed by Pillsbury Winthrop Shaw Pittman
      LLP

              


      

       

      Dear Rick
and Patrick:

       

      The
purpose of this letter is to confirm the terms and conditions of our
representation of Crucible Intellectual Property LLC (“Crucible IP”) and Apple
Inc. (“Apple”) (collectively “you,” “your”); and to disclose and seek your
consent to certain possible conflicts of interest regarding that joint
representation. The applicable Rules of Professional Conduct for attorneys,
under which we practice, require us to send you this engagement letter. When you
have signed and returned to me the enclosed copy of this letter, this will
constitute our agreement to perform services for you as set forth
below.

       

      1.      Nature
of the Engagement

       

      We
understand that under that certain Master Transaction Agreement (“MTA”) between
Apple and Liquidmetal Technologies, Inc. and its subsidiaries, that it has been
agreed therein that Apple shall have the sole and exclusive right, in the United
States and other jurisdictions around the world, to control patent prosecution
for inventions, current and future patent applications and patents that have
been or will be assigned to Crucible IP. Section 5(c) of the MTA provides that
Crucible IP and Apple will execute an engagement letter in the form of this
engagement letter, retaining patent counsel to represent both Apple and Crucible
IP with respect to such patent applications. This engagement letter is the
engagement letter referred to in Section 5(c) of the MTA.

      


      
        	
                www.pillsburylaw.com

              	
                Patent
      Counsel Joint Engagement
LettervFINAL

              


      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

       

      Crucible
Intellectual Property LLC

      Apple,
Inc.

      August 2,
2010

      Page 2 of
6

       

      In
connection with this engagement, you hereby instruct us to set up a joint
customer number in the United States Patent Office for Apple and Crucible IP to
allow Apple and Crucible IP to monitor prosecution activities for all patent
applications within the United States.

       

      You
further instruct us to prepare and send to Apple and Crucible IP a quarterly
patent prosecution report that will include such matters as each of Apple and
Crucible IP shall direct and shall include, without limitation: (i) information
identifying invention disclosures on which Apple has decided not to file patent
applications, and stating whether such inventions shall be treated as trade
secrets or whether Crucible IP is free to pursue patent protection thereon at
its own expense using other counsel, and to file patent applications; (ii)
jurisdictions where Apple has decided to file patent applications; (iii) which
patent applications Apple has decided to let go abandoned; (iv) any
continuations, continuation-in-parts, or divisional applications Apple has
decided to file, and (v) what fees (including without limitation, issue fees,
publication fees, maintenance fees, grant fees and annuity fees) Apple intends
not to pay.

       

      We
understand that while Crucible IP will provide materials for preparing, filing
and prosecuting new patent applications, and will respond to requests for
material, information and assistance as we may make from time to time in
connection with our representation, Apple alone will give us instructions in
connection with our representation of Crucible IP.

       

      For the
sake of clarity, we have advised that Pillsbury does not handle the payment of
maintenance fees or annuities on granted US or foreign patents. If you do not
already have an arrangement for handling these payments, we suggest that you
engage Computer Patent Annuities (“CPA”) or other vendor directly to handle
monitoring and payment of your annuities. CPA presently handles approximately
1,000,000 renewal payments each year and has relationships with patent and
trademark offices in every country in the world. CPA is in no way affiliated
with Pillsbury, and other maintenance fee and annuity service companies are also
available if you would like to explore other vendors. Of course, you can attend
to these payments yourself (without use of a vendor), but we recommend against
this approach. Please inform us as soon as possible which vendor you currently
use or plan to engage for payment of maintenance fees and annuities on granted
patents so that we may update our records accordingly.

       

      Our joint
representation of Crucible IP and Apple gives rise to specific issues, discussed
below.

      


      
        	
                www.pillsburylaw.com

              	
                Patent
      Counsel Joint Engagement
LettervFINAL

              


      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

       

      Crucible
Intellectual Property LLC

      Apple,
Inc.

      August 2,
2010

      Page 3 of
6

       

      2.      Conflicts
of Interest

       

      Actual conflicts:
Because of the proliferation today of companies affiliated through common
or partial ownership, and the problems this can create in identifying potential
conflicts of interest, we advise our clients that this Firm will not regard any
affiliate of a client (i.e.,
parent, subsidiary or other related entity) as a client of the Firm for
any purpose, unless an attorney-client relationship with that affiliate has been
established by an express written agreement with the Firm. Similarly, the Firm
will not regard a representation that is adverse to an affiliate of a client as
being adverse to the client. In this regard, it is specifically understood and
agreed that Liquidmetal Technologies, Inc. and its other subsidiaries and
affiliates (LMT), are adverse parties in connection with the MTA referred to
above, that Pillsbury has and is representing Apple in connection with the MTA
and related matters adverse to LMT. It is, therefore, specifically agreed and
acknowledged that this engagement to represent Crucible IP shall not and does
not constitute an engagement to represent LMT or any other affiliated company
and that it does not constitute a conflict of interest for Pillsbury to continue
to represent Apple in any and all matters adverse to LMT.

       

      Based on
the information provided to us, we do not believe that this limited
representation of Apple and Crucible IP as joint clients on the designated
patent matters involves an actual conflict of interest since your interests in
the patent portfolio are sufficiently aligned and where they may differ you have
made arrangements between you for how that will be handled. If you are aware of
any actual conflict of interest, please let us know immediately.

       

      We have
discussed with you the other areas of potential conflicts, which are briefly
referred to below. In light of these potential conflicts, we need written
consent from both Crucible IP and Apple.

       

      Potential
conflicts: Even though there may be no actual conflict, there are
potential conflicts. Differences in your interests and objectives that may
develop over time could make one approach more favorable to one or the other, or
could lead to disputes between the two of you. In representing multiple clients,
it is understood that we will be balancing interests rather than asserting the
interests of only one party. While this potential conflict is unlikely to
develop into an actual conflict, given the fact that Apple will have sole and
exclusive right to control patent prosecutions, you should be aware of the
possibility.

       

      Under the
applicable Rules of Professional Conduct relating to representation of multiple
clients where there may be actual or potential conflicts of interest between or
among them, as noted above, we must obtain your written consent to the joint
representation. This letter, when executed, will confirm our agreement and your
consent to our firm’s representation of both Crucible IP and Apple in the
referenced matter, and your waiver of the potential conflicts of interest that
this joint representation poses. In this regard, as sophisticated consumers of
legal services and with your own in-house and outside counsel, we must
nevertheless briefly discuss the pros and cons of the requested
waiver.

      


      
        	
                www.pillsburylaw.com

              	
                Patent
      Counsel Joint Engagement
LettervFINAL

              


      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

       

      Crucible
Intellectual Property LLC

      Apple,
Inc.

      August 2,
2010

      Page 4 of
6

       

      Implications of
joint representation for privileges: In addition to dealing with
potential disagreements as to strategies and tactics, a joint representation has
implications on the attorney client privilege and confidentiality. As to the
attorney client privilege, the prevailing rule is that as between commonly
represented clients, the privilege does not attach. Hence, should any future
dispute between Crucible IP and Apple concerning this engagement lead to
litigation, the privilege will not protect such communications on the subject of
the joint engagement that were commonly shared. As to confidentiality, neither
Apple nor Crucible IP should have any expectation that information provided to
us in connection with this engagement will be kept confidential from the other.
While we will protect your confidences against disclosure to third persons, you
should not expect that information provided to us in connection with this
specific engagement will be kept confidential from Apple or Crucible IP. Because
we will have the same duty of loyalty to each, such information will be shared
and the Firm conceivably could have to withdraw if one of you decides that some
matter material to the representation should be kept from the
other.

       

      Further,
in light of the fact that the Firm is already counsel to Apple as previously
noted, in the event of any dispute between you regarding our engagement,
Crucible IP agrees that we may continue to represent Apple and may withdraw from
representing Crucible IP, and may use in the continuing representation of Apple
any information that we learned during the course of joint
representation.

       

      In
addition, as you know, the Firm represents many different clients with diverse
interests. Many of our clients compete with one another and do business with one
another. As discussed above, we are precluded by the Rules of Professional
Conduct from representing a client in a matter in which the client’s interests
are adverse to the interests of another client of the firm, even if those
matters are totally unrelated to each other, absent the written consent of both
clients. In the future, we may be asked to represent another client in a
transaction or dispute adverse to Crucible IP, where that transaction or dispute
is unrelated to the matter involved in this representation. For that
circumstance, we also ask that Crucible IP give us advance consent at this time
to any such representation and that it waive any conflicts that such a
representation would present.

       

      By
signing the consent set forth below, each of you agrees to our joint
representation of each of you in this engagement and agrees not to assert any
conflict of interest based upon this joint representation, notwithstanding any
adversity that may develop.

       

      3.      Fees,
Costs, Billing Policies and Procedures.

       

      It is our
understanding that Apple will be solely responsible for payment of any and all
fees and expenses incurred during the course of the joint representation,
pursuant to the current terms of the Firm’s representation agreement with Apple.
You have not asked us to be involved in any respect in giving advice concerning
the financial arrangements between you as to this joint engagement. We will,
therefore, proceed by submitting our invoices for payment directly to Apple,
unless and until we receive written notice from both Crucible IP and Apple
setting forth and agreeing to a different arrangement.

      


      
        	
                www.pillsburylaw.com

              	
                Patent
      Counsel Joint Engagement
LettervFINAL

              


      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

       

      Crucible
Intellectual Property LLC

      Apple,
Inc.

      August 2,
2010

      Page 5 of
6

       

      4.           Termination.

       

      Apple may
terminate our representation at any time, with or without cause, by providing
written notice to us.

       

      We have
the right to withdraw from our representation of Crucible IP subject to any
applicable professional responsibility rules. In addition, certain circumstances
may arise that require us to withdraw from continuing to represent a client. We
will identify in advance and discuss with both Crucible IP and Apple any
situation that might require or lead to our withdrawal from
representation.

       

      5.           Return
of Files and Other Materials at Completion of Engagement.

       

      If this
engagement is terminated by Apple under paragraph 4 above, Crucible IP’s papers
and any of their other property will be returned promptly upon our receipt of a
written request from Crucible IP for their return. At our own expense, we may
retain a copy of all files, records and documents involving the matter. A copy
of all such material may also be provided to Apple, upon Apple’s
request.

       

      Otherwise,
at the completion of this engagement, either of you may request the return of
any client papers, files and other property in our possession. Such a request
should be made in writing. In working on the engagement, we will preserve
communications and documents in either hard-copy or electronic form, depending
on the circumstances. If you do not request the return of such materials, we
will maintain them only for a period of five (5) years, after which time you
agree that we may dispose of them. Prior to disposal of such materials, we will
endeavor to advise you in writing, at the last known address in our files, of
our intent to do so and give you another opportunity to request the materials if
you so desire. Any disposal will be made in a confidential manner. You agree to
pay for all time and costs related to identification, review and return to you
of any materials, including as may be necessary duplicates for each client. At
our sole discretion and expense, we may make and keep a copy of any materials
being returned to you.

       

      6.           Arbitration
of Disputes.

       

      If you
have any concern as to any matter related to or arising out of this engagement,
including the nature and quality of our services, please discuss any such
questions or concerns with us. Typically, such questions or concerns can be
resolved to the satisfaction of all parties with little inconvenience or
formality. In the event any dispute cannot be resolved informally, you agree to
resolve any and all disputes with the Firm, or with any of our lawyers or staff
arising from or relating to our work for you under this engagement, exclusively
through private and confidential binding arbitration before the American
Arbitration Association, under the rules for commercial disputes, before one
neutral arbitrator for any dispute where the claim is less than $100,000, or
before three neutral arbitrators for any larger dispute.

      


      
        	
                www.pillsburylaw.com

              	
                Patent
      Counsel Joint Engagement
LettervFINAL

              


      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

       

      Crucible Intellectual Property
LLC

      Apple,
Inc.

      August 2,
2010

      Page 6 of
6

       

      7.      Review
and Return of Letter.

       

      We ask
that you each review this letter carefully and let us know if there is any
provision that you do not understand. If the terms of this letter are
acceptable, please sign the enclosed copy of this letter and return it to me. We
recommend that you keep a signed copy of this letter in your files. If you have
questions or concerns about any aspect of our services or the relationship at
any time, please do not hesitate to contact me.

       

      We are
pleased to have this opportunity to be of service and look forward to working
with you on this engagement.

       

      Very
truly yours,

       

      PILLSBURY
WINTHROP SHAW PITTMAN LLP

      


       

      Raj S.
Davé,
D.Sc.

      Partner

      


      
        
          	
                  Accepted
      and agreed to:

                
	
                  CRUCIBLE
      INTELLECTUAL PROPERTY, INC.

                
	 
      
	
                  By:

                	
                  /s/
      Tony Chung

                
	 
      	
                  Name:   Tony
      Chung

                
	 
      	
                  Title:     Chief
      Financial Officer

                
	 
      	 
      
	
                  Date:

                	
                  8/4/10

                
	 
      
	
                  Accepted
      and agreed to:

                
	
                  APPLE,
      INC.

                
	 
      
	
                  By

                	
                  /s/
      Zadesky

                
	 
      	
                  Name:   Zadesky

                
	 
      	
                  Title:     VP
      Product Design

                
	 
      	 
      
	
                  Date:  

                	
                  8/5/10

                


        

      

       

      
        	
                www.pillsburylaw.com

              	
                Patent
      Counsel Joint Engagement
LettervFINAL

              


      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

       

      ANNEX
14

       

      Due
Diligence Checklist


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    APPLE
CONFIDENTIAL

     

    DUE
DILIGENCE REQUEST LIST

     

    Please
provide us with the documents referred to below for Liquidmetal Technologies,
Inc. (“LMT”) and each of its subsidiaries and
predecessors. (Unless the context otherwise requires, all references to
the “Company” include LMT and
each of its subsidiaries and predecessors.) Except where a list, schedule
or description is requested, please provide us with a copy of the requested
agreement, correspondence or other document. Please do not provide any “privileged” documents;
however, please indicate whether any “privileged” documents have been withheld.
In addition, you do not need to provide any documents that have been filed with
the Securities and Exchange Commission (“SEC”) by the Company, as those
documents are deemed to have been provided by you regardless of whether or not
you otherwise deliver copies thereof. With respect to any requests below for a
copy of an agreement and/or contract, you are not being asked to provide any
agreements under which LMT no longer has any material obligations, rights, or
potential liability, as of July 1, 2010 except where we otherwise specifically
request any such agreements and/or contracts.

    

      
        
          
            
              
                	 
      	 
      	 
      


              

            

          

        

      
  


    
      
        
          
            
              
                
                  
                    	 
      	 
      	 
      	
                            Notes

                          
	 	 	 	 
	
                            I.

                          	
                            GENERAL CORPORATE MATERIALS

                          	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                            A.
         List of assumed names, division names or other
      names under which the Company is conducting or has conducted
      business.

                          	 
      	
                            Schedule I.A (1.19)

                          
	 
      	 
      	 
      	 
      
	 
      	
                            B. 
        List of all jurisdictions in which the Company (i)
      owns, stores, leases or licenses properties or assets, (ii) has employees,
      agents or customers, (iii) is qualified to do business or (iv) conducts
      business. Provide evidence of qualification to do business where material,
      where property interests are held or where the Company’s business is
      otherwise conducted.

                          	 
      	
                            Schedule I.B (1.20)

                          
	 
      	 
      	 
      	 
      
	 
      	
                            C.  
       List of all present and former subsidiaries of the Company,
      including the name and address of such subsidiary’s headquarters
      (including entities in which the Company own less than
    100%).

                          	 
      	
                            Schedule I.C (1.3)

                          
	 
      	 
      	 
      	 
      
	 
      	
                            D.    A copy of the charter documents
      and bylaws with all amendments to date of the Company.

                          	 
      	
                            Delaware Corporate Bylaws
(1.1)

                             

                            Delaware Filing (1.2)

                             

                            LMC – Operating Agreement – 2007
      (1.8)

                             

                            LMCS – Operating Agreement – 2007
      (1.9)

                             

                            LMC – Operating Agreement – First Amendment – 2008
      (1.10)

                             

                            LMC – Operating Agreement – Amendment – Oct 2009
      (1.21)

                             

                            LMC – Operating Agreement – Amendment Apr 2010
      (1.15)

                             

                            LMG – Articles of Incorporation
      (1.11)

                             

                            LMG – Bylaws (1.12)

                          
	 
      	 
      	 
      	 
      
	 
      	
                            E. 
        List of directors and officers of the
      Company.

                          	 
      	
                            Schedule I.E.
  (1.4)

                          


                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      APPLE
CONFIDENTIAL

      


      
        
          
            
              
                
                  
                    
                      
                        
                          	 
      	 
      	 
      	
                                  Notes

                                
	 	 	 	 
	 
      	
                                  F.    All
      minutes of meetings of directors, committees of directors and stockholders
      of the Company since January 1, 2005.

                                	 
      	
                                  BOD Minutes – 2005 (1.25)

                                   

                                  BOD Minutes – 2006 (1.24)

                                   

                                  BOD Minutes – 2007 (1.23)

                                   

                                  BOD Minutes – 2008 (1.22)

                                   

                                  BOD Minutes – 2009 (1.13)

                                   

                                  BOD Minutes – 2010
(1.16)

                                
	 
      	 
      	 
      	 
      
	 
      	
                                  G.    Any
      due diligence report prepared for the Company or with respect to the
      Company, to the extent available.

                                	 
      	
                                  None

                                
	 
      	 
      	 
      	 
      
	 
      	
                                  H.    Press
      releases relating to the Company not otherwise posted on the Company’s
      website.

                                	 
      	
                                  None

                                
	 
      	 
      	 
      	 
      
	 
      	
                                  I.    
      All material documentation relating to the Company’s disclosure and
      internal controls and procedures, including any related attestations,
      reports, correspondence or written materials.

                                	 
      	
                                  Foley & Lardner Letter – 2010.04
      (1.14)

                                
	 
      	 
      	 
      	 
      
	 
      	
                                  J.    All
      charters of committees and subcommittees of the Board (including Audit,
      Compensation, Nominating / Corporate Governance, Disclosure and any other
      committees).

                                	 
      	
                                  Audit Committee Charter 2007
      (1.5)

                                   

                                  Comp Committee Charter 2007
      (1.6)

                                   

                                  Corp Gov & Nom Comm Charter 2007
      (1.7)

                                
	 
      	 
      	 
      	 
      
	 
      	
                                  K.    Company
      representation letters to auditors (last two years).

                                	 
      	
                                  Rep letter – LMT – 2008 YE
      (1.17)

                                   

                                  Rep letter – LMT – 2007 YE
      (1.18)

                                
	 
      	 
      	 
      	 
      
	
                                  II.

                                	
                                  SECURITY-RELATED MATTERS

                                	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                                  A.    A
      capitalization schedule setting forth the number of authorized, issued,
      outstanding and treasury shares of each class of securities of the
      Company.

                                	 
      	
                                  Schedule II.A (2.8)

                                
	 
      	 
      	 
      	 
      
	 
      	
                                  B.    Copies
      of private placement memoranda or offering circulars relating to sales of
      debt or equity securities and any purchase agreements, indentures or other
      agreements governing the terms of any indebtedness incurred by the Company
      or its subsidiaries (excluding any PPM or offering circular comprised
      solely of the Company’s filed SEC reports) for offerings or sales of
      equity or debt securities made during the prior 2 years.

                                	 
      	
                                  None

                                
	 
      	 
      	 
      	 
      
	 
      	
                                  C.    Copies
      of any agreements relating to the election of directors.

                                	 
      	
                                  See I.D. – Delaware Filing
      (1.2)

                                   

                                  Certificate of Designation
      (2.1)

                                
	 
      	 
      	 
      	 
      
	 
      	
                                  D.    Copies
      of all agreements relating to repurchases, redemptions, exchanges,
      conversions or similar transactions.

                                	 
      	
                                  See III.D

                                
	 
      	 
      	 
      	 
      
	 
      	
                                  E.  
        Copies of all agreements and instruments containing
      restrictions on transfer, encumbrances upon, or other restrictions with
      respect to, the capital stock of the Company.

                                	 
      	
                                  None

                                


                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
           


        

        
          2

          
            

          

        

        
           


        

      

       

      APPLE
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                            Notes

                          
	 	 	 	 
	
                            III.

                          	
                            DEBT AGREEMENTS;
INVESTMENTS

                          	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                            A.    List
      of banks or other lenders with which the Company have a financial
      relationship and brief description of the nature of relationship, e.g.,
      lines of credit, etc.

                          	 
      	
                            Schedule III.A (3.32)

                             

                            LMC – Enterprise Bank Agreements and 8-K
      (3.31)

                             

                            Please note the following are uploaded but are
      early drafts of the Enterprise documents above: Credit Agreement –
      Liquidmetal Coatings (3.20); Term Note (3.21); Revolving Credit Note
      (3.22); Security Agreement – Liquidmetal (Coatings)
      (3.23)

                          
	 
      	 
      	 
      	 
      
	 
      	
                            B.    Lines
      of credit and any other loan agreements, promissory notes or guarantees,
      letters of credit, security agreements, pledge agreements, equipment
      leases, including any amendments or renewals, etc.

                          	 
      	
                            Schedules III.A and B (3.32 and
      3.33)

                             

                            Toyota Loan (3.18)

                             

                            Hyster Forklift Lease
  (3.17)

                          
	 
      	 
      	 
      	 
      
	 
      	
                            C.    Summary
      of all currently outstanding interest rate or foreign currency swaps,
      caps, options, forwards or other derivative instruments or arrangements to
      which the Company is a party.

                          	 
      	
                            None

                          


                  

                

              

            

          

        

      

       

      
        
           


        

        
          3

          
            

          

        

        
           


        

      

       

      APPLE
CONFIDENTIAL

       

      
        
          
            
              
                
                  
                    	 
      	 
      	 
      	
                            Notes

                          
	 	 	 	 
	 
      	
                            D.    All
      instruments evidencing debt obligations and all agreements and material
      correspondence relating thereto. Any other actual or contingent
      indebtedness (e.g., loan
      guarantees, letters of credit, mortgages, liens, pledges,
      indemnifications, banker’s acceptances, swaps, other derivative agreements
      relating to indebtedness, or other encumbrances of any nature whatsoever)
      and all agreements and material correspondence relating
      thereto.

                          	 
      	
                            Form of Senior Secured Convertible Note
      (3.1)

                             

                            Fort Mason Master Original Notes (3.38 –
      3.40)

                             

                            Fort Mason Partners Original Notes (3.41 –
      3.43)

                             

                            Tail Wind Fund Original Notes (3.44 –
      3.46)

                             

                            Solomon Strategic Holdings Original Notes (3.47 –
      3.49)

                             

                            Castlerigg Master Original Notes (3.50 –
      3.52)

                             

                            Diamond Opportunity Original Notes (3.53 –
      3.55)

                             

                            Rockmore Original Notes (3.56 –
      3.58)

                             

                            BridgePointe Original Notes (3.59
      –3.61)

                             

                            Rodd Friedman Original Notes (3.65 –
      3.67)

                             

                            M Neugeboren Original Notes (3.68 –
      3.70)

                             

                            E Neugeboren Original Notes and Lost Affidavit
      (3.71 – 3.73)

                             

                            Wynnefield LPl Original Notes (3.74 –
      3.76)

                             

                            Wynnefield LP Original Notes (3.77 –
      3.79)

                             

                            Wynnefield Offshore Original Notes (3.80 –
      3.82)

                             

                            Vestal Lost Affidavits & 5-1-10 Original Note
      (3.83)

                             

                            Norden 2010 Original Note
      (3.84)

                             

                            R Salas – Lost Affidavit bridge note
      (3.85)

                             

                            Security Agreement (3.2)

                             

                            Registration Rights Agreement
      (2.5)

                             

                            Form of Common Stock Purchase Warrant for
      Noteholders (2.6)

                             

                            Note – 2006.12.01 (Sub Note) (3.5)

                             

                            Debt Schedule 04 30 2010
(3.25)

                             

                            Norden – Subordinated Promissory Note
      (3.28)

                             

                            Norden – Subscription Agreement
      (3.29)

                             

                            Debt Schedule 06 30 2010
    (3.34)

                          


                  

                

              

            

          

        

      

       

      
        
           


        

        
          4

          
            

          

        

        
           


        

      

       

      APPLE
CONFIDENTIAL

      
      

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 
      	 
      	 
      	
                                                      Notes

                                                    
	 	 	 	 
	 
      	
                                                      E.    Any
      other agreements relating to financing arrangements by the Company or its
      subsidiaries, including any guarantees, sale and leaseback arrangements
      and mortgages.

                                                    	 
      	
                                                      LQMT – Series B Terms Sheet
      (2.7)

                                                    
	 
      	 
      	 
      	 
      
	 
      	
                                                      F.    All
      notices of default or noncompliance from lenders during the last year
      relating to such debt instruments (excluding separately dated default
      notices for the same default for which at least one notice was provided)
      and all compliance reports submitted by the Company or its
      accountants.

                                                    	 
      	
                                                      See IV.B

                                                    
	 
      	 
      	 
      	 
      
	 
      	
                                                      G.    Correspondence
      with lenders, including waivers, compliance certificates and opinions of
      counsel regarding compliance or non-compliance with debt obligations,
      other than with respect to correspondence older than June 1, 2008 for
      obligations no longer in default.

                                                    	 
      	
                                                      See IV.B 

                                                        

                                                      LMC Borrowing Base Certificate 04.26.10
      (3.19)

                                                    
	 
      	 
      	 
      	 
      
	 
      	
                                                      H.    All
      agreements regarding obligations or liabilities of the Company as a
      guarantor. surety, co-signer, endorser, co-maker, indemnitor or otherwise
      in respect of the obligation of any other person or
entity.

                                                    	 
      	
                                                      See III.A, B and D

                                                    
	 
      	 
      	 
      	 
      
	 
      	
                                                      I.    All
      agreements by which the Company is obligated or required to provide, or
      under which the Company is currently providing, funds in the form of a
      loan, capital contribution or otherwise.

                                                    	 
      	
                                                      See VI.F for LMCSI Joint Venture Agreement –
      2010.05.04 (6.12)

                                                    
	 
      	 
      	 
      	 
      
	 
      	
                                                      J.    All
      loan agreements, intercompany notes and guarantees between the Company and
      any of its employees or affiliates.

                                                    	 
      	
                                                      Schedule III.J (3.16)

                                                    
	 
      	 
      	 
      	 
      
	 
      	
                                                      K.    Correspondence
      relating to any violations, waivers, consents and releases from any
      restrictive covenants.

                                                    	 
      	
                                                      See IV.B

                                                    
	 
      	 
      	 
      	 
      
	 
      	
                                                      L.    Material
      correspondence with any current creditor of the Company.

                                                    	 
      	
                                                      See IV.B

                                                         

                                                      Signed payoff – Hana 7-7-10
      (3.35)

                                                        

                                                      C3 Letter – 2010.05.05
      (3.30)

                                                    
	 
      	 
      	 
      	 
      
	 
      	
                                                      M.    Compliance
      certificates, including borrowing base certificates and covenant
      compliance calculations, supplied by the Company to any
      creditor.

                                                    	 
      	
                                                      See III.G 

                                                    
	 
      	 
      	 
      	 
      
	 
      	
                                                      N.    Lien
      searches or other evidences as to outstanding financing statements or
      other notices of liens.

                                                    	 
      	
                                                      UCC Report (3.3)

                                                       

                                                      
                                                      

                                                      LMC UCC Term – calif_20100716144119
      (3.36)

                                                       

                                                      
                                                      

                                                      LMC UCC Term – alab_20100716144041
      (3.37)

                                                    
	 
      	 
      	 
      	 
      
	
                                                      IV.

                                                    	
                                                      LITIGATION AND CONTINGENT
      LIABILITIES

                                                    	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                                                      A.    Summary
      of any known contingent liabilities or material commitments of the
      Company, excluding any liabilities or commitments that individually
      involve an amount less than $10,000.

                                                    	 
      	
                                                      None

                                                    


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
           


        

        
          5

          
            

          

        

        
           


        

      

       

      APPLE
CONFIDENTIAL

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 
      	 
      	 
      	
                                                      Notes

                                                    
	 	 	 	 
	 
      	
                                                      B.    List
      and description of all concluded, pending or threatened litigation (to the
      extent such threatened litigation is known to the Company), governmental
      proceedings, investigations, arbitration proceedings, orders, judgments,
      or other potential claims, disputes, investigations or proceedings
      relating to the Company’s employees, but only to the extent that any such
      matters were pending at any time since January 1, 2005.

                                                    	 
      	
                                                      Schedule IV.B (4.7)

                                                       

                                                      SanDisk Payoff (4.1)

                                                       

                                                      Sandisk release 6-10
  (4.4)

                                                    
	 
      	 
      	 
      	 
      
	 
      	
                                                      Provide
      the correspondence regarding any pending or threatened suits, actions,
      proceedings or governmental actions, proceedings or inquiries; copies of
      initial pleadings (complaint, answer, demurrers) and any judgments,
      decrees or orders to which the Company is bound or by which any of the
      Company’s business practices are restricted. If there are matters you have
      previously listed or materials you have already provided in response to
      another section that would also fall into this section, you may cross
      reference that section.

                                                    	 
      	
                                                      Hana Final Judgment (4.2)

                                                       

                                                      Caltech – 2010.04 (4.3)

                                                       

                                                      Caltech – Fisher-Adams, Grace – 2010.06.25
      (4.5)

                                                       

                                                      SanDisk Termination of Lien – Filed 2010.06.14
      (4.6)

                                                    
	 
      	 
      	 
      	 
      
	 
      	
                                                      C.    List
      and description of all pending or threatened government or other
      investigations relating to the Company and provide all reports to, notices
      from, or correspondence, from the prior five fiscal years and the current
      fiscal year.

                                                    	 
      	
                                                      None

                                                    
	 
      	 
      	 
      	 
      
	 
      	
                                                      D.    All
      attorneys’ letters to accountants relating to pending or threatened
      litigation or other contingencies relating to the Company for the past
      three years.

                                                    	 
      	
                                                      See IV.B

                                                    
	 
      	 
      	 
      	 
      
	 
      	
                                                      E.    Any
      existing opinions of or correspondence with counsel as to pending
      litigation involving the Company.

                                                    	 
      	
                                                      None

                                                    
	 
      	 
      	 
      	 
      
	 
      	
                                                      F.    All
      management letters from the Company’s independent registered public
      accounting firm to the Company concerning internal accounting procedures
      or controls in connection with the current audit and any other audit
      conducted in the past five years.

                                                    	 
      	
                                                      None

                                                    
	 
      	 
      	 
      	 
      
	 
      	
                                                      G.    Correspondence
      concerning inquiries from governmental (i) tax authorities, or (ii)
      authorities regarding equal opportunities violations, antitrust
      violations, or violations of any other law, rule or
      regulation.

                                                    	 
      	
                                                      Notice on payroll tax delinquency_LMT
      (9.8)

                                                       

                                                      Notice on remaining payroll tax due
      (9.11)

                                                    
	 
      	 
      	 
      	 
      
	 
      	
                                                      H.    Any
      settlement documentation regarding any of the foregoing.

                                                    	 
      	
                                                      See IV.B, G 

                                                       

                                                      Landlord Rent Settlement
    (4.8)

                                                    
	 
      	 
      	 
      	 
      
	
                                                      V.

                                                    	
                                                      COMPLIANCE WITH LAWS

                                                    	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                                                      A.    All
      inspection or regulatory reports, citations and notices received from
      government agencies or self-regulatory organizations relating to the
      Company.

                                                    	 
      	
                                                      None

                                                    
	 
      	 
      	 
      	 
      
	 
      	
                                                      B.    List
      of all material governmental permits, franchises, licenses, clearances,
      permissions and approvals relating to the Company (collectively,
      “Permits”), together with information regarding any such Permits which
      have been canceled or terminated, required to carry out the business or
      operations of the Company, including such Permits required by foreign,
      federal, provincial or local authorities, and any evidence of exemption
      from such permit or license requirement. Copies of all
      Permits.

                                                    	 
      	
                                                      None

                                                    
	 
      	 
      	 
      	 
      
	 
      	
                                                      C.    All
      correspondence with any third party who has alleged unfair competition by
      the Company.

                                                    	 
      	
                                                      None

                                                    


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
           


        

        
          6

          
            

          

        

        
           


        

      

       

      APPLE
CONFIDENTIAL

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            	 
      	 
      	 
      	
                                                                    Notes

                                                                  
	 	 	 	 
	 
      	
                                                                    D.    List
      of all pending or contemplated disputes, proceedings, requests for
      information or other actions or activities affecting or relating to any
      Permit.

                                                                  	 
      	
                                                                    None

                                                                  
	 
      	 
      	 
      	 
      
	 
      	
                                                                    E.    Provide
      details of all pending or completed governmental audits, cases, etc. for
      the last three years and identify the governing country in each such
      case.

                                                                  	 
      	
                                                                    None

                                                                  
	 
      	 
      	 
      	 
      
	
                                                                    VI.

                                                                  	
                                                                    MATERIAL CONTRACTS

                                                                  	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                                                                    A.    Copies
      of all contracts with customers, suppliers and any other third parties
      pursuant to which the Company would expect to receive or pay more than
      $100,000
      over the life of the contract.

                                                                  	 
      	
                                                                    LQMT – LLPG, Inc. License Agreement – 2003
      (6.10)

                                                                     

                                                                    LQMT – LLPG License Agreement – First Amended
      (6.4)

                                                                     

                                                                    LLPG Letter – Final Signed
      (6.21)

                                                                     

                                                                    LQMT – GM License Agreement
      (6.5)

                                                                     

                                                                    GM Letter – Final Signed
(6.23)

                                                                     

                                                                    LQMT – LSI License Agreement
      (6.6)

                                                                     

                                                                    LQMT – The Swatch Group License Agreement (made
      available at LQMT’s office in RSM, California)

                                                                     

                                                                    LLPG Amendment Letter – 2010.07.29
      (6.22)

                                                                  
	 
      	 
      	 
      	 
      
	 
      	
                                                                    B.    Research
      and development agreements.

                                                                  	 
      	
                                                                    ENGEL_Machinery_Inc_LiquideMetal_Technologies_Inc_Agreement
      – 2010.02.04 (6.1)

                                                                  
	 
      	 
      	 
      	 
      
	 
      	
                                                                    C.    Technical
      cooperation agreements.

                                                                  	 
      	
                                                                    See VI.B

                                                                  
	 
      	 
      	 
      	 
      
	 
      	
                                                                    D.    Copies
      of all outstanding and unfulfilled purchase orders.

                                                                  	 
      	
                                                                    See VI.E as examples

                                                                     

                                                                    LMT Outstanding Vendor PO’s – 2010.06.14
      (6.18)

                                                                     

                                                                    LMC Outstanding Vendor PO’s – 2010.06.14
      (6.19)

                                                                  
	 
      	 
      	 
      	 
      
	 
      	
                                                                    E.    Samples
      of all forms of purchase orders, invoices, etc.

                                                                  	 
      	
                                                                    Example of Customer Quotation and PO’s – Asulab
      (6.13)

                                                                     

                                                                    Example of Customer Quotation and PO – Biolase
      (6.14)

                                                                     

                                                                    Example of Customer Quotation and PO’s – Cochlear
      (6.15)

                                                                     

                                                                    Example of Vendor PO – TAFA
      (6.16)

                                                                     

                                                                    Example of Vendor PO – Powder Alloy Corp
      (6.17)

                                                                  
	 
      	 
      	 
      	 
      
	 
      	
                                                                    F.
          Copies of any joint venture, joint
      development, partnership or other type of strategic
    agreement.

                                                                  	 
      	
                                                                    LSI JV Agreement (6.9)

                                                                     

                                                                    LMCSl Joint Venture Agreement – 2010.05.04
      (6.12)

                                                                  
	 
      	 
      	 
      	 
      
	 
      	
                                                                    G.    Copies
      of all agreements with distributors, dealers and sales
      representatives.

                                                                  	 
      	
                                                                    None

                                                                  
	 
      	 
      	 
      	 
      
	 
      	
                                                                    H.    Any
      documents relating to current investments in other companies or entities,
      acquisitions of companies, assets or disposition of
assets.

                                                                  	 
      	
                                                                    See I.D. for LMC documents and
      VI.F

                                                                  


                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
           


        

        
          7

          
            

          

        

        
           


        

      

       

      APPLE
CONFIDENTIAL

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                              	 
      	 
      	 
      	
                                                                                                                      Notes

                                                                                                                    
	 	 	 	 
	 
      	
                                                                                                                      I.   
       Copies of any other contracts, agreements or documents that
      the Company believes is material to the business.

                                                                                                                    	 
      	
                                                                                                                      LQMT – Caltech License Agreement
      (6.3)

                                                                                                                       

                                                                                                                      Gyeonghi Land lease
  (6.20)

                                                                                                                    
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                                                                                                      See VI.A

                                                                                                                    
	 
      	 
      	 
      	 
      
	 
      	
                                                                                                                      J.    Copies
      of any term sheets, letters of intent, or similar documents relating to
      any pending transaction that involves an amount in excess of $10,000.

                                                                                                                    	 
      	
                                                                                                                      LQMT – WC Heraeus LOI 05.11.10
      (6.11)

                                                                                                                    
	 
      	 
      	 
      	 
      
	
                                                                                                                      VII.

                                                                                                                    	
                                                                                                                      HUMAN RESOURCES –
      BACKGROUND

                                                                                                                    	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                                                                                                                      A.  
       Company Workforce

                                                                                                                    	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                                                                                                                      1.    Organizational
      chart of the Company, including titles and locations.

                                                                                                                    	 
      	
                                                                                                                      LQMT – Org Charts (7.1)

                                                                                                                    
	 
      	 
      	 
      	 
      
	 
      	
                                                                                                                      2.    Current
      roster of employees providing services in connection with the conduct of
      the Company’s business by location, including job title,
      full-time/part-time/temporary status, department and start
      date.

                                                                                                                    	 
      	
                                                                                                                      Employee List (7.4)

                                                                                                                       

                                                                                                                      Employee List – Updated – 2010.07.08
      (7.7)

                                                                                                                       

                                                                                                                      Employee Resignations and Terminations
      (7.5)

                                                                                                                       

                                                                                                                      LMC – Temporary Employees
    (7.6)

                                                                                                                    
	 
      	 
      	 
      	 
      
	 
      	
                                                                                                                      3.    List
      of all independent contractors/consultants/agents providing services in
      connection with the conduct of the Company’s business and rate of
      compensation and other benefits (including option information) and
      location.

                                                                                                                    	 
      	
                                                                                                                      Schedule VII.A.3 (7.3)

                                                                                                                    
	 
      	 
      	 
      	 
      
	 
      	
                                                                                                                      4.    Listing
      of employees providing services in connection with the conduct of the
      Company’s business who require immigration sponsorship by office and
      department, current type of work authorization and country of
      origin.

                                                                                                                    	 
      	
                                                                                                                      Schedule VII.A.4 (7.8)

                                                                                                                    
	 
      	 
      	 
      	 
      
	
                                                                                                                      VIII.

                                                                                                                    	
                                                                                                                      FINANCIAL STATEMENTS

                                                                                                                    	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                                                                                                                      A.    All
      financial statements and related reports, including balance sheets, for
      the last three years and any interim period prepared for the Company.
      [Refer to SEC filings.]

                                                                                                                    	 
      	
                                                                                                                      Draft 10-K (8.1)

                                                                                                                       

                                                                                                                      2009 10-K Updated Draft
    (8.10)

                                                                                                                    
	 
      	 
      	 
      	 
      
	 
      	
                                                                                                                      B.    Description
      of any known liability not revealed in the financial statements described
      in XII(A) above.

                                                                                                                    	 
      	
                                                                                                                      None

                                                                                                                    
	 
      	 
      	 
      	 
      
	 
      	
                                                                                                                      C.    List
      of any off balance sheet liabilities not appearing in most recent annual
      financial statement (including the notes thereto).

                                                                                                                    	 
      	
                                                                                                                      None

                                                                                                                    
	 
      	 
      	 
      	 
      
	 
      	
                                                                                                                      D.    Accounts
      receivable aging report, including customer names, as of the close of the
      last calendar month.

                                                                                                                    	 
      	
                                                                                                                      AR Customer List 4-30-10 (8.3)

                                                                                                                       

                                                                                                                      AR Customer List 6-30-10
    (8.2)

                                                                                                                    
	 
      	 
      	 
      	 
      
	 
      	
                                                                                                                      E.    Accounts
      payable aging report, including vendor or supplier name, as of the close
      of last calendar month.

                                                                                                                    	 
      	
                                                                                                                      AP List 4-30-10 (8.4)

                                                                                                                       

                                                                                                                      AP List 6-30-10 (8.7)

                                                                                                                    
	 
      	 
      	 
      	 
      
	 
      	
                                                                                                                      F.  
       Accounts payable and accrued expenses detail by
      category.

                                                                                                                    	 
      	
                                                                                                                      Provided to D&T

                                                                                                                    
	 
      	 
      	 
      	 
      
	 
      	
                                                                                                                      G.  
       Schedule of all inventory.

                                                                                                                    	 
      	
                                                                                                                      Inventory 4-30-10 (8.5)

                                                                                                                       

                                                                                                                      Inventory 6-30-10 (8.8)

                                                                                                                    
	 
      	 
      	 
      	 
      
	 
      	
                                                                                                                      H.    Fixed
      Assets ledger identifying asset, date of acquisition, purchase price,
      depreciation period/useful life, and book value as of most recent balance
      sheet date.

                                                                                                                    	 
      	
                                                                                                                      Fixed asset list 4-30-10 (8.6)

                                                                                                                       

                                                                                                                      Fixed asset list 6-30-10
    (8.9)

                                                                                                                    


                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
           


        

        
          8

          
            

          

        

        
           


        

      

       

      APPLE
CONFIDENTIAL

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	 
      	 
      	 
      	
                                                  Notes

                                                
	 	 	 	 
	 
      	
                                                  I.  
        Any applicable U.S. Sarbanes-Oxley Act testing and
      compliance materials and documentation.

                                                	 
      	
                                                  None

                                                
	 
      	 
      	 
      	 
      
	 
      	
                                                  J. 
         Summary of all accounting policies and
      procedures, detailing reserve methodologies and accounting methods. Detail
      should include, at a minimum, the following policies: accounts receivable
      reserve policy, bonus policy, commission policy, fixed asset
      capitalization policy (lives and capitalization limits), inventory reserve
      policy, revenue recognition policy, sales returns policy, vacation policy
      and warranty policy.

                                                	 
      	
                                                  Draft 10-K (8.1)

                                                   

                                                  2009 10-K Updated Draft
    (8.10)

                                                
	 
      	 
      	 
      	 
      
	
                                                  IX.

                                                	
                                                  TAX MATERIALS

                                                	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                                                  A.    For
      prior five years, provide the following:

                                                	 
      	 
      
	 	 	 	 
	 	 	 	 
	 
      	 
      	 
      	 
      
	 
      	
                                                  1.    Listing
      of all office locations

                                                	 
      	
                                                  Schedule IX.A.l (9.12)

                                                
	 
      	 
      	 
      	 
      
	 	 	 	 
	 	 	 	 
	 
      	
                                                  2.    Bulk
      sales returns for any major asset sale

                                                	 
      	
                                                  None

                                                


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
           


        

        
          9

          
            

          

        

        
           


        

      

       

      APPLE
CONFIDENTIAL

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	 
      	 
      	 
      	
                                          Notes

                                        
	 	 	 	 
	 	B.    For
      most recent five years: 	 	 
	 
      	
                                          1.    Federal
      and state income tax returns

                                        	 
      	
                                          LMT Federal Income Tax Return 2004
      (9.15)

                                           

                                          LMT Federal Income Tax Return 2005
      (9.14)

                                           

                                          LMT Federal Income Tax Return 2006
      (9.6)

                                           

                                          LMT Federal Income Tax Return 2007
      (9.5)

                                           

                                          LMT Fed tax 2008 – Final
(9.30)

                                          (supersedes LMT Federal Income Tax Return 2008 –
      draft (9.10))

                                           

                                          LMC – Income Tax – 2007
      (9.13)

                                           

                                          LMC – Income Tax – 2008 (9.3)

                                          (supersedes LMC – Income Tax – 2008 (draft)
      (9.4))

                                           

                                          LMC – Income Tax 2009 (9.1)

                                           

                                          LMT CA Tax – 2007 (9.21)

                                           

                                          LMT CA Tax – 2006 (9.16)

                                           

                                          LMT CA Tax – 2005 (9.19)

                                           

                                          LMT CA Tax – 2004 (9.20)

                                           

                                          LMT CA Tax – 2003 (9.22)

                                           

                                          LMT TX Tax 2007 (9.29)

                                           

                                          LMT TX Tax 2006 (9.28)

                                           

                                          LMT TX Tax 2005 (9.27)

                                           

                                          LMT TX Tax 2004 (9.26)

                                           

                                          LMT TX Tax 2003 (9.25)

                                           

                                          LMC AL Tax 2007 (9.32)

                                           

                                          
                                            LMC AL Tax 2008 (9.33)

                                             

                                            LMC AL Tax 2009
  (9.34)

                                          

                                        
	 
      	 
      	 
      	 
      
	 
      	
                                           

                                        	 
      	
                                          LMTK Tax return 2009 (9.17)

                                           

                                          LMTK Tax return 2008 (9.18)

                                           

                                          LMTK Tax 2007 (9.23)

                                        
	 
      	 
      	 
      	 
      
	 
      	
                                          2.    foreign
      income tax returns

                                        	 
      	
                                          LMTK Tax 2006 (9.24)

                                           

                                          LMTK Tax 2005 (9.31)

                                        
	 
      	 
      	 
      	 
      
	 
      	
                                          C.    For
      prior two years, provide the following:

                                        	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                                          1.    List
      of all individuals providing services to the Company receiving
      W-2s

                                        	 
      	
                                          See VII.A.2

                                        
	 
      	 
      	 
      	 
      
	 
      	
                                          2.    List
      of all 1099 Recipients providing services to the Company

                                        	 
      	
                                          LMT 1099 Consultants
  (9.2)

                                        


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
           


        

        
          10

          
            

          

        

        
           


        

      

    

     

    APPLE CONFIDENTIAL

    
    

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            	 
      	 
      	 	
                                                                    Notes

                                                                  
	 
      	 
      	 	 
      
	 
      	
                                                                    D.    Detail
      of recent tax notices, including taxing authority, issues status of
      resolution.

                                                                  	 	
                                                                    Schedule
      of Tax Due (9.7)

                                                                     

                                                                    Notice
      on payroll tax delinquency_LMT (9.8)

                                                                     

                                                                    Notice
      on remaining payroll tax due (9.11)

                                                                     

                                                                    Federal
      Tax Receipt (9.9)

                                                                  
	 
      	 
      	 	 
      
	 
      	
                                                                    E.   
      Description of any pending or potential issues with tax authorities
      (including a list of all tax examinations currently in process). Copies of
      all notices, assessments, deficiencies, or adjustments (proposed or
      final), and any agents’ or examiners’ reports received by the
      Company.

                                                                  	 	
                                                                    See
      IX.D

                                                                  
	 
      	 
      	 	 
      
	 
      	
                                                                    F.    Detail
      of audits including taxing authority, issues raised and status. For closed
      audits, a copy of closing
      agreement.

                                                                  	 	
                                                                    None

                                                                  
	 
      	 
      	 	 
      
	 
      	
                                                                    G.    Any
      correspondence with tax authorities regarding disputed amounts or
      positions within the last 4
      years.

                                                                  	 	
                                                                    None

                                                                  
	 
      	 
      	 	 
      
	 
      	
                                                                    H.    Deficiency
      assessments filed against the Company by federal, state or local tax
      authorities and the resolution of such deficiency (if
      any).

                                                                  	 	
                                                                    See
      IX.D

                                                                  
	 
      	 
      	 	 
      
	 
      	
                                                                    I.    
      Any agreements waiving or extending the statute of limitation for
      deficiency assessments or in connection with federal, state or local tax
      matters.

                                                                  	 	
                                                                    None

                                                                  
	 
      	 
      	 	 
      
	 
      	
                                                                    J.    Closing
      letters and any other material IRS documents and tax assessment documents
      including, for example, rulings obtained and accounting method changes
      applied for.

                                                                  	 	
                                                                    None

                                                                  
	 
      	 
      	 	 
      
	 
      	
                                                                    K.   
      Schedule of taxes payable by the
      Company.

                                                                  	 	
                                                                    Schedule
      of Tax Due (9.7)

                                                                  
	 
      	 
      	 	 
      
	 
      	
                                                                    L.    List
      of jurisdictions where indirect tax returns are filed and a copy of all
      returns filed for the last 12
      months.

                                                                  	 	
                                                                    None

                                                                  
	 
      	 
      	 	 
      
	 
      	
                                                                    M.   All
      intercompany tax sharing or tax indemnification
      agreements.

                                                                  	 	
                                                                    None

                                                                  
	 
      	 
      	 	 
      
	 
      	
                                                                    N.    Details
      on any governmental, public or private entities providing incentives,
      assistance or loans programs in which the Company has
      participated.

                                                                  	 	
                                                                    None

                                                                  
	 
      	 
      	 	 
      
	
                                                                    X.

                                                                  	
                                                                    
CUSTOMER, MARKETING AND OTHER
      BUSINESS
      MATTERS

                                                                  	 	 
      
	 
      	 
      	 	 
      
	 
      	
                                                                    
A.    Customer
      Matters:

                                                                  	 	
                                                                    LQMT – List
      of Customers (10.1)

                                                                  
	 
      	 
      	 	 
      
	 
      	
                                                                    1.    List
      of all active customers and customers for the previous two
      years,.

                                                                  	 	
                                                                    LMC
      – Top Material Customers – 2009-10 (10.5)

                                                                  
	 
      	 
      	 	 
      
	 
      	
                                                                    2.    Copies
      of active customer agreements and
      commitments.

                                                                  	 	
                                                                    See
      VI.E. as example

                                                                  
	 
      	 
      	 	 
      
	 
      	
                                                                    3.    Summary
      of bad debts, accounts receivable summary detailing account balances and
      reserves, accounts receivable
      aging.

                                                                  	 	
                                                                    Bad
      Debts 4-30-10 (10.11)

                                                                     

                                                                    Bad
      Debts 6-30-10
(10.13)

                                                                  


                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        11

        
          

        

      

      
         


      

    

    
       

      APPLE CONFIDENTIAL

      
      

    

    
      
        
          
            
              
                
                  
                    
                      
                        	 
      	 
      	 	
                                Notes

                              
	 	 	 	 
	 	
                                
B.    
      Marketing
      Arrangements:

                              	 	 
	 
      	 
      	 	 
      
	 
      	
                                1.    All
      agreements or arrangements related to the research, development,
      manufacturing, testing, marketing, etc. of the Company’s products, such as
      joint development agreements, partnership agreements, agency agreements,
      manufacturer representation agreements technology exchange agreements,
      agreements with suppliers and vendors, agreements with subcontractors and
      component parts manufacturers, agreements with testing laboratories,
      agreements with foundries or similar
      agreements.

                              	 	
                                See
      VI.B

                                 

                                Liquidmetal
      EMI MOU (10.4)

                                 

                                HEAD Sports Agreements
      (10.2)

                              
	 
      	 
      	 	 
      
	 
      	
                                2.    Listing
      of all co-branding, private label, alliance, joint venture, partnerships,
      co-marketing, distribution, content syndication, licensing, equity or debt
      relationships, or similar agreements with other companies used by the
      Company. Copies of all joint venture, co-branding and joint marketing
      agreements (including any side letters or oral
      agreements).

                              	 	
                                See
      VI.A and F, X.B.1

                              
	 
      	 
      	 	 
      
	 
      	
                                3.    Copies
      of all contracts with any municipality, state or federal
      government.

                              	 	
                                SBIR
      NO4-168 (10.3)

                              
	 
      	 
      	 	 
      
	 
      	
                                4.    Copies
      of all standard Company sales forms or literature, including price
      lists.

                              	 	
                                See
      VI.E

                              
	 
      	 
      	 	 
      
	 
      	
                                5.    List
      and general description of commission or other compensation arrangements
      with sales
      personnel.

                              	 	
                                Schedule
      X.B.5 (10.14)

                                 

                                LMC
      Sales Employment Agreement May 2009 (10.7)

                              
	 
      	 
      	 	 
      
	 
      	
                                C.  
       Other Business
      Matters:

                              	 	 
      
	 
      	 
      	 	 
      
	 
      	
                                1.    Copies
      of all product warranties and listing of warranty claims, reserves and
      expenses.

                              	 	
                                Warranty
      Accrual 4.30.10 (10.10)

                                 

                                Warranty
      Accrual 6.30.10 (10.12)

                              
	 
      	 
      	 	 
      
	 
      	
                                2.    Any
      agreement or arrangement (whether written or unwritten or intended to be
      legally enforceable or not) restricting or that may restrict the business
      activities or sale of any assets of the Company (including but not limited
      to non-competition, exclusive territory, non-solicitation, non-disclosure
      or other similar
      restrictions).

                              	 	
                                See
      VI.1 – Specifically the following;

                                 

                                LQMT
      – LLPG, Inc. License Agreement – 2003 (6.10)

                                 

                                LQMT
      – LLPG License Agreement – First Amended (6.4)

                                 

                                LLPG
      Letter – Final Signed (6.21)

                                 

                                LQMT
      – GM License Agreement (6.5)

                                 

                                GM
      Letter – Final Signed (6.23)

                                 

                                LQMT
      – LSI License Agreement (6.6)

                                 

                                LQMT
      – The Swatch Group License Agreement (made available at LQMT’s office in
      RSM, California)

                              
	 
      	 
      	 	 
      
	 
      	
                                3.    A
      list of the Company’s major
      suppliers.

                              	 	
                                Top
      Supplier List (10.9)

                              
	 
      	 
      	 	 
      
	 
      	
                                4.    Standard
      customer credit terms and any significant variations in
      practice.

                              	 	
                                Schedule
      X.C.4 (10.6)

                                 

                                Standard
      Sales Terms
(10.8)

                              


                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        12

        
          

        

      

      
         


      

    

    
       

      APPLE CONFIDENTIAL

       

      
      

    

    
      
        
          
            
              
                
                  
                    
                      	 
      	 
      	 	
                              Notes

                            
	 
      	 
      	 	 
      
	 
      	
                              5.    License,
      sublicense, royalty and franchise agreements involving the
      Company.

                            	 	
                              See
      VI.1 – Specifically the following:

                               

                              LQMT
      – LLPG, Inc. License Agreement – 2003 (6.10)

                               

                              LQMT–
      LLPG License Agreement – First Amended (6.4)

                               

                              LLPG
      Letter – Final Signed (6.21)

                               

                              LQMT
      – GM License Agreement (6.5)

                               

                              GM
      Letter – Final Signed (6.23)

                               

                              LQMT
      – LSI License Agreement (6.6)

                               

                              LQMT
      – The Swatch Group License Agreement (made available at LQMT’s office in
      RSM, California)

                            
	 
      	 
      	 	 
      
	 
      	
                              6.    All
      material commitments, contracts and/or agreements, or those currently
      under consideration or negotiation (and the status of negotiation)
      relating to the
      Company.

                            	 	
                              See
      VI.l – Specifically the following:

                               

                              LQMT
      – LLPG, Inc. License Agreement – 2003 (6.10)

                               

                              LQMT
      – LLPG License Agreement – First Amended (6.4)

                               

                              LLPG
      Letter – Final Signed (6.21)

                               

                              LQMT
      – GM License Agreement (6.5)

                               

                              GM
      Letter – Final Signed (6.23)

                               

                              LQMT
      – LSI License Agreement (6.6)

                               

                              LQMT
      – The Swatch Group License Agreement (made available at LQMT’s
      office in RSM, California)

                               

                              LMCSI
      Joint Venture Agreement – 2010.05.04 (6.12)

                               

                              LQMT
      – WC Heraeus LOI 05.11.10 (6.11)

                            
	 
      	 
      	 	 
      
	 
      	
                              7.    Hold-harmless,
      indemnification or similar agreements of the Company (or provisions within
      agreements).

                            	 	
                              See
      VI

                            
	 
      	 
      	 	 
      
	 
      	
                              8.    Any
      agreement out of the ordinary course of business to which the Company is a
      party or by which it or its properties are bound as it relates to the
      conduct of the Company’s
      business.

                            	 	
                              None

                            
	 
      	 
      	 	 
      
	 
      	
                              9.    A
      list of all agreements affected in any manner by a change in control of
      the Company or which require consent or notice of a third party to
      assignment (please provide copies of such agreements to the extent not
      covered by a request
      above).

                            	 	
                              LMC
      Operating Agreement – 2007 (1.8)

                            
	 
      	 
      	 	 
      
	 
      	
                              10.  Summary
      of pending claims for indemnification under any
      contract.

                            	 	
                              None

                            
	 
      	 
      	 	 
      
	 
      	
                              11.  All
      related party agreements, including all documents pertaining to any
      receivables from or payables to employees or beneficial owners of more
      than 5% of the Company’s
      stock.

                            	 	
                              Draft
      10-K (8.1)

                               

                              2009
      10-K Updated Draft
(8.10)

                            


                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        13

        
          

        

      

      
         


      

    

    
       

      APPLE CONFIDENTIAL

       

      
      

    

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	 
      	 
      	 	
                                        Notes

                                      
	 
      	 
      	 	 
      
	 
      	
                                        12.  Any
      waiver or agreement of the Company canceling claims or rights of
      substantial value other than in the ordinary course of business, including
      any document relating to material write-downs or write-offs of notes or
      accounts receivable other than in the ordinary course of
      business.

                                      	 	
                                        Draft
      10-K (8.1)

                                         

                                        2009
      10-K Updated Draft (8.10)

                                      
	 
      	 
      	 	 
      
	
                                        XI.

                                      	
                                        
IP - IP RIGHTS, PATENTS,
      TRADEMARKS AND
      COPYRIGHTS

                                      	 	 
      
	 
      	 
      	 	 
      
	 
      	
                                        Note:
      for purposes of these requests, “intellectual property” includes, without
      limitation, patents, trade secrets, know-how, trademarks (including
      tradenames), and copyrights that are necessary for the conduct of the
      Company’s business.

                                      	 	 
      
	 
      	 
      	 	 
      
	 
      	
                                        A.    Complete
      list, description and key terms, including minimum payment obligations and
      duration, of all licenses, franchises, royalty agreements, marketing
      agreements, nondisclosure agreements, use or non-use agreements,
      collaboration or joint development agreements, distributorships, sales,
      management and other agreements, covenants not to sue, authorizations,
      consents or permits relating to the Company’s intellectual property and/or
      technology that are necessary for the conduct of the Company’s business,
      including without limitation (i) licenses and covenants granted to third
      parties by the Company, (ii) licenses and covenants granted by third
      parties to the Company and (iii) technical assistance or technology
      transfer agreements. Copies of all of the above agreements and (a)
      royalty-bearing agreements and (b) agreements in which intellectual
      property and/or technology is being licensed or assigned to or by the
      Company.

                                      	 	
                                        Schedule
      XI.A (11.110)

                                        


                                        See
      III and VI

                                        


                                        LQMT
      – LLPG, Inc. License

                                        Agreement
      – 2003 (6.10)

                                        


                                        LQMT
      – LLPG License Agreement – First Amended (6.4)

                                        


                                        LLPG
      Letter – Final Signed (6.21)

                                        


                                        LQMT
      – GM License Agreement (6.5)

                                        


                                        GM
      Letter – Final Signed (6.23)

                                        


                                        LQMT
      – LSI License Agreement (6.6)

                                        


                                        LQMT
      – The Swatch Group License Agreement (made available at LQMT’s office in
      RSM, California)

                                        


                                        LMC
      – Patent and Trademark Security (BMW). (3.14); see also LMC – BMW UCC
      Terminations – 2010.06 (3.24)

                                        


                                        LMC
      – Patent and Trademark Security (C3) (3.15)

                                        


                                        Olcott
      Report – Stating July 1, 2010 (11.107)

                                        


                                        LQMT
      – Patent Information Annuity Status – 2010.06.20
  (11.108)

                                      
	 
      	 
      	 	 
      
	 
      	
                                        B.    Complete
      list and copies of all agreements, options or other commitments giving
      anyone rights to acquire any right, title or interest in any of the
      Company’s intellectual property or
      technology.

                                      	 	
                                        Schedule
      XI.B (11.71)

                                         

                                        See
      VI

                                         

                                        USPTO
      – Commonwealth and Middlebury Release Filings – 2010.06
      (11.109)

                                      
	 
      	 
      	 	 
      
	 
      	
                                        C.    Complete
      list and copies of all assignments relating to intellectual property to
      which the Company is party, whether assignment to or from the
      Company.

                                      	 	
                                        See
      Employee Obligation Agreements, Consulting Agreements and Employment
      Agreements

                                         

                                        Employee
      Obligation Agreement Form (7.2)

                                         

                                        Examples
      of Assignments (11.72)

                                         

                                        Schedule
      XI.C (11.98)

                                      
	 
      	 
      	 	 
      
	 
      	
                                        D.    Copies
      of all agreements under which the Company acquired, divested or licensed
      in any intellectual
      property.

                                      	 	
                                        See
      VI

                                      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        14

        
          

        

      

      
         


      

    

    
       

      APPLE CONFIDENTIAL

       

      
      

    

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	 
      	 
      	 	
                                                Notes

                                              
	 
      	 
      	 	 
      
	 
      	
                                                E.    Complete
      list of any other material agreements or documents relating to
      intellectual property rights of the
      Company.

                                              	 	
                                                See
      III and VI

                                              
	 
      	 
      	 	 
      
	 
      	
                                                F.    Patents:

                                              	 	 
      
	 
      	 
      	 	 
      
	 
      	
                                                1.    Complete
      list and copies of all the Company’s issued patents and pending patent
      applications which are necessary for the conduct of the Company’s business
      (whether filed by the Company or obtained from a third party), prosecution
      histories, and the following information for
      each:

                                              	 	
                                                LQMT
      – Patent Information w Intl – 2010.07.14 (11.149)

                                                 

                                                LQMT
      – Caltech License Patent Information w Intl – 2010.07.14
      (11.150)

                                                 

                                                (above
      patent lists are final; the versions below are superseded by the
      above)

                                                 

                                                LQMT
      – Patent Information – 2010.05.04 (11.1)

                                                 

                                                LQMT
      – Patent Information w Intl – 2010.06.14 (11.103)

                                                 

                                                LQMT
      – Patent Information – Assigned Patents – 2010.05.25 (11.104)

                                                 

                                                LQMT
      – Patent Information – Licensed – 2010.05.25 (11.105)

                                                 

                                                LQMT
      – Patent Information – Licensed #2 – 2010.05.25 (11.106)

                                                 

                                                LQMT
      – Patent Information w Intl – 2010.06.30) (11.111)

                                                 

                                                LQMT
      – Caltech License Patent Information w Intl – 2010.07.10
      (11.148)

                                              
	 
      	 
      	 	 
      
	 
      	
                                                a.    patent
      or application numbers by
      country;

                                              	 	
                                                See
      XI.F.l

                                              
	 
      	 
      	 	 
      
	 
      	
                                                b.    status
      of pending applications and provide copy of the Company’s file
      history;

                                              	 	
                                                LQMT
      Pending Matters (11.70)

                                                 

                                                Files
      made available to Pillsbury at KPPB and CPH

                                              
	 
      	 
      	 	 
      
	 
      	
                                                c.    name,
      and employment status with the Company, of each
      inventor;

                                              	 	
                                                See
      XI.K.2

                                              
	 
      	 
      	 	 
      
	 
      	
                                                d.    whether
      the patent or patent application has been abandoned;
      and

                                              	 	
                                                Schedule
      IX.F.l.d (11.73)

                                              
	 
      	 
      	 	 
      
	 
      	
                                                e.    whether
      the Company has granted any license(s) to the patent or patent application
      (and, if so, provide copy of each
      license).

                                              	 	
                                                See
      VI

                                              
	 
      	 
      	 	 
      
	 
      	
                                                2.    Identify
      all opposition, reexamination, interference, reissue, confirmation of
      scope, nullity, inter parts and post grant proceedings. Provide
      information and
      documents.

                                              	 	
                                                See
      XI.F.l.b

                                              
	 
      	 
      	 	 
      
	 
      	
                                                3.    Copies
      of any communications (provide details if not written), notices,
      correspondence, or complaints, including without limitation filings with
      any court or administrative or government agency, received by the Company
      which assert or threaten that the Company infringes any third party’s
      patent rights.

                                              	 	
                                                None

                                              


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        15

        
          

        

      

      
         


      

    

    
       

      APPLE CONFIDENTIAL

       

      
      

    

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          	 
      	 
      	 	
                                                                  Notes

                                                                
	 	 	 	 
	 	
                                                                  
G.    Trademarks:

                                                                	 	 
	 
      	 
      	 	 
      
	 
      	
                                                                  1.   
      Complete list of all of the Company’s trademarks, trade names and
      service marks that are necessary for the conduct of the Company’s business
      which are registered, unregistered or applied for, and the following
      information for
      each:

                                                                	 	
                                                                  Trademark
      Matrix July 10 (11.112)

                                                                
	 
      	 
      	 	 
      
	 
      	
                                                                  a.    registration
      or application numbers by
      country;

                                                                	 	
                                                                  See
      XI.G.l

                                                                
	 
      	 
      	 	 
      
	 
      	
                                                                  b.    class(es)
      in which the mark is or will be registered and whether the trademark is on
      the primary or secondary
      register;

                                                                	 	
                                                                  See
      XI.G.l

                                                                
	 
      	 
      	 	 
      
	 
      	
                                                                  c.    status
      of pending
      applications;

                                                                	 	
                                                                  For
      India

                                                                   

                                                                  Liquidmetal
      Technologies Tradmark Application Nos (11.76)

                                                                   

                                                                  Liquidmetal
      Coatings Trademark Application Nos (11.77)

                                                                
	 
      	 
      	 	 
      
	 
      	
                                                                  d.   
      date of issue for any
      registrations;

                                                                	 	
                                                                  See
      XI.G.l

                                                                
	 
      	 
      	 	 
      
	 
      	
                                                                  e.    whether
      the trademark has been abandoned;
      and

                                                                	 	
                                                                  None

                                                                
	 
      	 
      	 	 
      
	 
      	
                                                                  f. 
         whether the Company has granted any license(s) to the
      trademark (and, if so, provide copy of each
      license).

                                                                	 	
                                                                  See
      III and VI

                                                                   

                                                                  LQMT
      – LLPG License Agreement – First Amended (6.4)

                                                                   

                                                                  LQMT
      – GM License Agreement (6.5)

                                                                   

                                                                  LQMT
      – LSI License Agreement (6.6)

                                                                
	 
      	 
      	 	 
      
	 
      	
                                                                  2.   
      Copies of any communications (provide details if not written),
      notices, correspondence, or complaints, including without limitation any
      filings with any court or administrative or government agency, received by
      the Company which assert or threaten that the Company infringes any third
      party’s trademark
      rights.

                                                                	 	
                                                                  None

                                                                
	 
      	 
      	 	 
      
	 
      	
                                                                  H.    Domain
      Names:

                                                                	 	 
      
	 
      	 
      	 	 
      
	 
      	
                                                                  1.    List
      of all domain names used by Company during the conduct of the Company’s
      business, including the registration status of each, with all contact and
      DNS information for each. Identify any domain names which have been
      reserved or registered but are not in
      use.

                                                                	 	
                                                                  Liquidmetal
      Domain Status 19 March 2010 (11.69)

                                                                
	 
      	 
      	 	 
      
	 
      	
                                                                  2.    Evidence
      of ownership or license agreements for all domain names owned or used by
      the Company in the conduct of the Company’s
      business.

                                                                	 	
                                                                  None

                                                                
	 
      	 
      	 	 
      
	 
      	
                                                                  I.   
       Copyrights:

                                                                	 	 
      
	 
      	 
      	 	 
      
	 
      	
                                                                  1.   
      Complete list of all of the Company’s registered copyrights and any
      other significant copyrighted works (even if not registered) that are
      necessary for the conduct of the Company’s business including information
      related to any proprietary software code developed by the Company and
      utilized in connection with the operation of the Company’s business, and
      the following information for
      each:

                                                                	 	
                                                                  None

                                                                
	 
      	 
      	 	 
      
	 
      	
                                                                  a.    registration
      number, if
      registered;

                                                                	 	
                                                                  None

                                                                
	 
      	 
      	 	 
      
	 
      	
                                                                  b.    date
      of issue, if
      registered;

                                                                	 	
                                                                  None

                                                                


                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
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      APPLE CONFIDENTIAL

       

      
      

    

    
      
        
          
            
              
                
                  
                    	 
      	 
      	 	
                            Notes

                          
	 
      	 
      	 	 
      
	 
      	
                            c.    author;

                          	 	
                            None

                          
	 
      	 
      	 	 
      
	 
      	
                            d.    whether
      the Company has granted any license(s) to the copyright (and, if so,
      provide copy of each
      license).

                          	 	
                            None

                          
	 
      	 
      	 	 
      
	 
      	
                            2.    Copies
      of any communications (provide details if not written), notices,
      correspondence, or complaints, including without limitation filings with
      any court or administrative or government agency, received by the Company
      which assert or threaten that the Company infringes any third party’s
      copyright
rights.

                          	 	
                            None

                          
	 
      	 
      	 	 
      
	 
      	
                            J.    Trade
      Secrets:

                          	 	 
      
	 
      	 
      	 	 
      
	 
      	
                            1.   
      Copies of any communications (provide details if not written), notices.
      correspondence, or complaints, including without limitation any filings
      with any court or administrative or government agency, received by the
      Company which assert or threaten that the Company has misappropriated
      and/or infringes any third party’s trade
      secrets.

                          	 	
                            None

                          
	 
      	 
      	 	 
      
	 
      	
                            K.    IP
      Miscellaneous:

                          	 	 
      
	 
      	 
      	 	 
      
	 
      	
                            1.    Description
      of the development of the Company IP including the first conception
      date(s) of the idea behind the Company IP and the current status of the
      development of the Company IP If Company has or has had multiple product
      lines/business units, please answer the remaining question separately for
      each product line/business
      unit.

                          	 	
                            Draft
      10-K (8.1)

                             

                            2009
      10-K Updated Draft (8.10)

                          
	 
      	 
      	 	 
      
	 
      	
                            2.    Describe
      the individuals and entities who contributed and contribute to the
      development of the Company IP: (i) employees, (ii) non-employee directors,
      (iii) board of advisor members, (iv) individual consultants, (v) corporate
      consultants, and (vi) Joint development partners. Did all employee
      contributors execute the Company’s standard form Invention Assignment
      Agreement? Did each contributor sign an agreement assuring confidentiality
      and non-disclosure of Company IP and assigning all of the contributor’s
      intellectual property rights in the development work performed by the
      contributor to
      Company?

                          	 	
                            Schedule
      XI.K.2 (11.74)

                          
	 
      	 
      	 	 
      
	 
      	
                            3.    Were
      any employee contributors employed by a competitor of the Company prior to
      or following their employment with the
      Company?

                          	 	
                            None

                          
	 
      	 
      	 	 
      
	 
      	
                            4.    Description
      of any outstanding suits or claims for infringement of any patents,
      trademarks, copyrights, domain names or trade secrets owned or used by the
      Company that are necessary for the conduct of the Company’s business
      (whether by or against the
      Company).

                          	 	
                            None

                          
	 
      	 
      	 	 
      
	 
      	
                            5.    Copies
      of any indemnities or standard form of indemnity provided by the Company
      to third parties regarding intellectual property rights of the
      Company.

                          	 	
                            None

                          
	 
      	 
      	 	 
      
	 
      	
                            6.    Detail
      of research and development funding by third parties or affiliates. Other
      than the contributors identified above, did any other individuals or
      entities (including government entities) assist Company in the development
      or the funding of the Company IP? Please provide
      details.

                          	 	
                            See
      VI – LQMT – Caltech License Agreement (6.3)

                          
	 
      	 
      	 	 
      
	 
      	
                            7.    Lists
      of all proprietary and third-party patents, processes and other
      third-party intellectual property employed in the Company’s products and
      services.

                          	 	
                            See
      VI – LQMT – Caltech License Agreement
(6.3)

                          


                  

                

              

            

          

        

      

    

     

    
      
         


      

      
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      APPLE CONFIDENTIAL

       

      
      

    

    
      
        
          
            
              
                
                  
                    
                      	 
      	 
      	 	
                              Notes

                            
	 
      	 
      	 	 
      
	 
      	
                              8.    At
      any time during their contribution to the development of the Company IP,
      were any of the individual contributors students, professors or laboratory
      assistants in a university, college or any other educational or research
      entity? Please provide
      details.

                            	 	
                              Schedule
      XI.K.8 (11.75)

                            
	 
      	 
      	 	 
      
	
                              XII.

                            	
                              INSURANCE

                            	 	 
      
	 
      	 
      	 	 
      
	 
      	
                              A.    Summary
      documentation relating to all insurance arrangements (including business
      interruption, earthquake, fidelity insurance, directors and officers
      insurance, property damage, third party liability, environmental hazard
      and key employee
      insurance).

                            	 	
                              Navigators
      Insurance Company (12.1)

                               

                              Summary
      of Insurance 09-10 (12.2)

                            
	 
      	 
      	 	 
      
	
                              XIII.

                            	
                              ENVIRONMENTAL
      MATTERS

                            	 	 
      
	 
      	 
      	 	 
      
	 
      	
                              A.    Any
      information with regard to claims or violations of, or compliance with
      environmental laws and regulations relating to the
      Company.

                            	 	
                              None

                            
	 
      	 
      	 	 
      
	 
      	
                              B.    All
      environmental audit or inspection reports relating to the Company or any
      of its
    properties.

                            	 	
                              None

                            
	 
      	 
      	 	 
      
	 
      	
                              C.    Identify
      any history of spillage or leakage of any hazardous
      substance.

                            	 	
                              None

                            
	 
      	 
      	 	 
      
	 
      	
                              D.    If
      applicable, identify the location of the underground tanks and lines
      located on property owned or leased, including those no longer used, and
      set forth any history of spillage or
      leakage.

                            	 	
                              None

                            
	 
      	 
      	 	 
      
	 
      	
                              E.    All
      notices and demands by environmental
      authorities.

                            	 	
                              None

                            
	 
      	 
      	 	 
      
	
                              XIV.

                            	
                              MISCELLANEOUS

                            	 	 
      
	 
      	 
      	 	 
      
	 
      	
                              A.    Any
      other documents or information which, in the judgment of officers of the
      Company, are significant with respect to the Company or its financial
      condition of the Company or which should be considered and reviewed in
      making disclosure regarding the Company and its financial condition in
      connection with the
      Transaction.

                            	 	
                              None

                            


                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        18

        
          

        

      

      
         


      

    

     

    ANNEX
15

    


    List
of Excluded LMC Patents and Trademarks

    


    U.S.
Patent No. 5,030,519 – WC Containing Coating, Issued 7/9/91

    


    U.S.
Patent No. 5,695,825 – Ti-Containing Hard-Facing Coating, Issued
12/9/97

    


    U.S.
Patent No. 5,942,289 – Apparatus for Hard-Facing Coating, Issued
8/24/99

    


    U.S.
Patent No. 6,376,091 – Zirconia Containing Coating, Issued 4/23/02

    


    U.S.
Patent No. 4,725,512 – Materials Transformable (Armacore), Issued
2/16/88

    


    Armacor
Trademark

    


    Liquidmetal
Coatings Trademark