Exhibit
10.5




CONSENT
AGREEMENT




THIS CONSENT AGREEMENT (this
“Agreement”) is made and entered into as of November 2, 20101, by and
between LIQUIDMETAL
TECHNOLOGIES, INC. a Delaware corporation
(“Company”),
having its principal office at 30452 Esperanza, Rancho Santa Margarita, CA 92688
, and the undersigned holders of preferred stock of the Company (“Holders”).





RECITALS:




A.
            On
      May 1, 2009, the Company filed with the Delaware Secretary of State a
      Certificate of
      Designations, Preferences and Rights of Series A Preferred Stock
      (the “Designation”) designating and setting forth the preferences and
      rights of the Company’s Series A-1 Preferred Stock (“Series A-1 Preferred
      Stock”) and Series A-2 Preferred Stock (“Series A-2 Preferred
      Stock”, and together with the Series A-1 Preferred Stock, the
      “Series A
      Preferred Stock”).




B.
            Holders
      are collectively the owners of (i) more than two-thirds of the total
      number of shares of Series A-1 Preferred Stock outstanding as of the date
      of this Agreement on both an actual and as-converted basis, (ii) more than
      two-thirds of the total number of shares of Series A-2 Preferred Stock
      outstanding as of the date of this Agreement on both an actual and
      as-converted basis, and (iii) more than two-thirds of the total combined
      number of shares of Series A-1 Preferred Stock and Series A-2 Preferred
      Stock outstanding as of the date of this Agreement on both an actual and
      as-converted basis..




C.
            Holders
      desire to hereby consent to an amendment and restatement of the
      Designation upon the terms and conditions set forth herein (the “Amended
      Designation”).




D.
            This
      Agreement constitutes the consent to and approval of the Amended
      Designation by the holders of the Series A Preferred Stock as required
      under Sections 6 and 7 of the Designation, Article VIII of the Company’s
      Certificate of Incorporation, as amended, and Section 242 of the Delaware
      General Corporation Law.




E.
            In
      connection with each Holder’s original purchase of the Series A Preferred
      Stock, the Company previously issued to the Holder the common stock
      purchase warrants indicated next to the Holder’s name Exhibit
      A hereto (the “Warrants”) upon
      the terms and conditions set forth in one or more Common Stock Purchase
      Warrants dated May 1, 2009 (the “Warrant
      Agreements”).




NOW, THEREFORE, in
consideration of the premises and covenants contained in this Agreement, the
parties hereto, intending to be legally bound, agree as follows:





1 The
agreement will be dated on the date on which the Company receives the last
signature necessary for approval.









1.      Approval
of Amended Designation.  In consideration of the agreement by
the Company set forth in Section 2 of this Agreement, each Holder hereby
approves and consents to the Amended Designation, which shall be in
substantially the form attached hereto as Exhibit
B.  For purposes of this Agreement, each Holder hereby
represents and warrants to the Company that such Holder is the record and
beneficial owner of the shares of Series A Preferred Stock set forth next to
such Holder’s name on Exhibit A hereto and
that such Holder has the power and authority to enter into this
Agreement.




2.      Amendment
of Warrant Agreements.  In consideration of each Holder’s
consent to, and approval of, the Amended Designation in substantially the form
attached hereto as Exhibit A, the
Company hereby agrees that each Holder’s Warrant Agreements shall, contingent
upon and effective as of the date of the filing and acceptance of the Amended
Designation by the Delaware Secretary of State (the “Effective Date”), be
amended as follows:




a.      Expiration
Date.  The Expiration Date (as defined in the Warrant
Agreements) is hereby extended to July 15, 2015.




b.      Certain
Anti-Dilution Rights.  Section 9(c) of the Warrant Agreements
is hereby deleted in its entirety and replaced with the following
text:   “Section 9(c).   [Intentionally left
blank].”




Except to
the extent modified by the foregoing amendments, the Holder’s Warrant Agreements
shall continue to remain in full force and effect after the Effective Date in
accordance with the terms thereof.




3.      Miscellaneous.




a.      Confidentiality.  Each
Holder acknowledges that, until such time as the Company files a Form 8-K with
the Securities and Exchange Commission disclosing this Agreement and the Amended
Designation and the terms thereof, the existence of this Agreement and the
Amended Designation and the terms thereof are material nonpublic information
relating to the Company, and each Holder will accordingly (i) refrain from
disclosing to third parties the existence of this Agreement and the Amended
Designation and the terms thereof prior to the filing of such Form 8-K and (ii)
comply with all applicable securities laws with respect to the possession of
material nonpublic information.




b.      Counterparts;
Faxed and Scanned Signatures.  This Agreement may be executed
in counterparts, each of which shall be deemed an original of this Agreement and
all of which, when taken together, shall be deemed to constitute one and the
same Agreement.  The parties agree that this Agreement may be executed
by each party signing one original and providing a facsimile (fax) copy, or
scanned copy by .pdf, of the signature page to the other party, provided that
each party agrees to make its document with the original signature available to
the other party upon request, and further provided that the parties agree that
the fax or scanned signature shall be treated as if it were an original
signature, and neither party shall contest the validity of this Agreement based
on the use of fax or scanned signatures.




c.      Entire
Agreement.  This Agreement constitutes the entire agreement of
the parties with respect to the subject matter hereof.




d.      Governing
Law.  This Agreement shall be governed by the laws of the State
of Delaware, without giving effect to the principles of conflict of laws thereof
and without regard to where the Agreement is executed or to be
performed.




e.      Severability.  In
the event any provision of this Agreement is found to be unenforceable, void,
invalid or unreasonable in scope, such provision shall be modified to the extent
necessary to make it enforceable, and as so modified, this Agreement shall
remain in full force and effect.




2




f.      Successors and
Assigns.  The rights and obligations of the parties under this
Agreement shall inure to the benefit of, and shall be binding upon, their
respective heirs, executors, administrators, successors, assigns, subsidiaries,
affiliates, directors, officers, employees, representatives and agents, as
applicable.




[signatures
to follow]




3




COMPANY
SIGNATURE PAGE TO CONSENT AGREEMENT




IN WITNESS WHEREOF, the
Company has executed this Agreement as of the day and year first above
written.





LIQUIDMETAL
      TECHNOLOGIES, INC.By:
                /s/
      Thomas SteippName:
                Thomas
      SteippTitle:
                Chief
      Executive Officer









HOLDER
COUNTERPART SIGNATURE PAGE TO CONSENT AGREEMENT




IN WITNESS WHEREOF, the
undersigned Holder has executed this Agreement as of the day and year first
above written.





HOLDERName of Holder:





By:Name:Title:








EXHIBIT
A


To


Consent
Agreement





Series A-1
                          Preferred Stock
                        
                        
                        Series A-2
                          Preferred Stock
                        
                        
                        Number of shares of
                          Common Stock subject toName of Holder
                        
                        Actual
                        
                        
                        Actual
                        
                        
                        WarrantsCarlyle
      Liquid Holdings, LLC
                        
                        
                        500,000
                        
                        
                        
                        888,743
                        
                        
                        
                        23,060,556Carlyle
      Liquid, LLC
                        
                        
                        
                        
                        
                        
                        467,612
                        
                        
                        
                        5,422,209Carlyle
      Holdings, LLC
                        
                        
                        
                        
                        
                        
                        58,108
                        
                        
                        
                        673,785Castlerigg
      Master Investment Ltd.
                        
                        
                        
                        
                        
                        
                        25,000
                        
                        
                        
                        1,834,949Abdi
      Mahamedi
                        
                        
                        10,000
                        
                        
                        
                        116,215
                        
                        
                        
                        1,602,672Ricardo
      A. Salas
                        
                        
                        50,000
                        
                        
                        
                        82,333
                        
                        
                        
                        2,230,206Grace
      Partners, LLC
                        
                        
                        
                        
                        
                        
                        108,498
                        
                        
                        
                        1,258,083Ed
      Neugeboren
                        
                        
                        
                        
                        
                        
                        606
                        
                        
                        
                        7,025Atlantic
      Realty
                        
                        
                        
                        
                        
                        
                        58,108
                        
                        
                        
                        673,785Edmond
      J. Harris
                        
                        
                        10,000
                        
                        
                        
                        
                        
                        
                        
                        255,103Tjoa
      Thian Song
                        
                        
                        60,000
                        
                        
                        
                        
                        
                        
                        
                        1,530,613John
      Kang
                        
                        
                        20,000
                        
                        
                        
                        
                        
                        
                        
                        510,205Tony
      Chung
                        
                        
                        10,000
                        
                        
                        
                        
                        
                        
                        
                        255,103Thomas
      Steipp
                        
                        
                        20,000
                        
                        
                        
                        
                        
                        
                        
                        510,205


EXHIBIT B TO CONSENT
AGREEMENT





FORM
OF AMENDED DESIGNATION