Company:
Liquidmetal Technologies, Inc.
30452 Esperanza
Rancho Santa Margarita, California
92688
Facsimile: 949-635-2188
Attention:
Tony Chung, CFO
Email:
Tony.Chung@Liquidmetal.com
with a copy to (which shall not constitute notice):
Foley & Lardner LLP
100 North Tampa Street, Suite 2700
Tampa, Florida 33602
Facsimile:
813-221-4210
Attention: Curt P. Creely
If to the Agent to:
WC Collateral Agent LLC
450 7th Avenue, Suite 509
New York, NY 10123
with a copy to (which shall not constitute notice):
Gersten Savage LLP
600 Lexington Avenue, 9th Floor
New York, NY
10022
Facsimile:
(212) 980-5192
Attention:
David E. Danovitch, Esq.
Email:

If to a Investor, to its address, electronic mail address, or facsimile number
set forth on the Schedule 1 hereto, or to such other address and/or facsimile
number and/or to the attention of such other person as the recipient party has
specified by written notice given to each other party five (5) days prior to the
effectiveness of such change.
Written confirmation of receipt (A) given by the
recipient of such notice or other communication, (B) mechanically or
electronically generated by the sender's facsimile machine containing the time,
date, recipient facsimile number and an image of the first page of such
transmission or (C) provided by an overnight courier service shall be rebuttable
evidence of personal service, receipt by facsimile or receipt from an overnight
courier service in accordance with clause (i), (ii) or (iii) above,
respectively.
14.
WAIVER OF JURY TRIAL:
BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVES THE RIGHT BORROWER MAY
10
HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON OR ARISING OUT
OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT AND ANY AGREEMENT CONTEMPLATED TO
BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY.
THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE SECURED PARTIES ENTERING INTO
THIS AGREEMENT.
15.
TERMINATION.
THIS AGREEMENT AND THE SECURITY INTEREST SHALL
TERMINATE WHEN ALL THE OBLIGATIONS HAVE BEEN FULLY AND INDEFEASIBLY PAID IN
FULL, AT WHICH TIME THE AGENT SHALL EXECUTE AND DELIVER TO THE BORROWER ALL
UNIFORM COMMERCIAL CODE TERMINATION STATEMENTS AND SIMILAR DOCUMENTS WHICH THE
BORROWER SHALL REASONABLY REQUEST TO EVIDENCE SUCH TERMINATION; PROVIDED,
HOWEVER, THAT ALL INDEMNITIES OF THE BORROWER CONTAINED IN THIS AGREEMENT SHALL
SURVIVE, AND REMAIN OPERATIVE AND IN FULL FORCE AND EFFECT REGARDLESS OF, THE
TERMINATION OF THIS AGREEMENT FOR A PERIOD OF SIX (6) MONTHS FOLLOWING THE
TERMINATION OF THIS AGREEMENT.
*** Signatures on following page(s) ***
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IN WITNESS WHEREOF, the parties have duly executed and delivered this Security
Agreement as of the date and year first written above.
AGENT:
WC COLLATERAL AGENT LLC
By:
/s/ Nelson Obus
Name: Nelson Obus
Title: President
BORROWER:
LIQUIDMETAL TECHNOLOGIES, INC.
By:
/s/ Tony Chung
Name:
Tony Chung
Title:
Chief Financial Officer
COUNTERPART SIGNATURE PAGE
TO SECURITY AGREEMENT
DATED MAY 1, 2009,
AMONG LIQUIDMETAL TECHNOLOGIES, INC.,
THE "AGENT" INDENTIFIED THEREIN AND
THE "INVESTORS" IDENTIFIED THEREIN
The undersigned hereby executes