License Agreement, dated November 22, 2019, between Liquidmetal Technologies, Inc. and Amorphology Inc., as amended by First Amendment to License Agreement, dated March 15, 2024

A.

Licensor is engaged in the business of developing, manufacturing, and marketing products made from Amorphous Alloys (as defined herein).

B.

Licensor has certain patents and technical information pertaining to the composition, processing, properties and applications of Amorphous Alloys.

C.

Licensee desires to license from Licensor patents, trade secrets, know how and technical information for the purpose of producing licensed products within a specified field of use, subject to the terms and conditions of this Agreement.

6.1.

Representations and Warranties. Licensor represents and warrants that it either owns or licenses the Licensed Patents and Licensed Technical Information or otherwise has the full right and power to grant the licenses set forth herein. Licensor has the obligations as listed in Art. 6 in case of challenge of the Licensed Patents and Licensed Technical Information.

6.2.

Disclaimer of Warranties. THE WARRANTIES CONTAINED IN THIS ARTICLE ARE THE ONLY WARRANTIES MADE BY LICENSOR. LICENSOR EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING OUT OF CUSTOM OR TRADE USAGE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

6.3.

Licensed Products. Licensor assumes no responsibility whatsoever for the performance, operation, maintenance, or manner of use of the Licensed Products made, used, sold, imported, or otherwise disposed of by Licensee. Licensor shall have no liability with respect to the Licensed Products except the ones resulting of compulsory laws, such as described in Art. 7.2 here after.

8.1.

Permits. Licensee represents and warrants that it has obtained any and all governmental permits, licenses, or other approvals required for the performance of its obligations and the enjoyment of its rights under this Agreement.

8.2.

Product and Environmental Liability. Parties are aware of the fact that the laws regarding Product and Environmental Liability are compulsory and cannot be changed by the parties; each party shall therefore bear its own responsibilities according to these laws. The parties are also aware of the fact that risks can be reduced or even excluded by providing each other full information, in particular about the chemical elements contained in the Amorphous Alloys. Each party shall help the other on first request with such information in order to reduce Product and Environmental Liability to a minimum.

10.1.

Term. This Agreement shall be in effect from the Effective Date and shall continue for five (5) years therefrom, and may be renewed for additional one (1) year terms thereafter, unless sooner terminated in accordance with the terms of this Agreement.

10.2.

Early Termination. Notwithstanding any other provision contained herein, this Agreement may be terminated as follows:

(a)

Material Breach. This Agreement shall terminate on the sixtieth (60th) day after either party gives the other party written notice of a material breach by the other party of any term or condition of this Agreement, unless the breach is cured before that day. The right of a party to terminate this Agreement shall be in addition to and not in lieu of any other right or remedy that the terminating party may have at law or in equity.

(b)

Bankruptcy. This Agreement may be terminated immediately by a party in the event the other party becomes insolvent, files or has filed against it a petition under any chapter of the United States Bankruptcy Code (or any similar petition under the insolvency law of an applicable jurisdiction) and such petition is not dismissed within thirty (30) days, proposes any dissolution, liquidation, financial reorganization, or re‑capitalization with creditors, or makes an assignment or trust mortgage for the benefit of creditors, or if a receiver, trustee, custodian, or similar agent is appointed or takes possession of any property or business of such other party.

(c)

Unlicensed Use. This Agreement may be terminated without liability by Licensor in the event that Licensor has proved in the procedure according to Art. 11.8 that unlicensed use of the Licensed Patents, Licensed Technical Information, or other Confidential Information of Licensor (or any other intellectual property of Licensor) has been made by Licensee or a person or party within its control.

10.3.

Effect of Termination.

10.4.

Bankruptcy Law Matters. Licensor acknowledges that all rights and licenses granted by it under or pursuant to this Agreement are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code (the “Bankruptcy Code”), licenses of rights to “intellectual property” as defined under Section 101(56) of the Bankruptcy Code. Licensor acknowledges that if, as a debtor in possession or a trustee-in-bankruptcy in a case under the Bankruptcy Code, rejects this Agreement, Licensee may elect to retain its rights under this Agreement as provided in Section 365(n) of the Bankruptcy Code. Licensor irrevocably waives all arguments and defenses arising under 11 U.S.C. 365(c)(1) or successor provisions to the effect that applicable law excuses the party, other than the debtor, from accepting performance from or rendering performance to an entity other than the debtor or debtor in possession as a basis for opposing assumption of the Agreements by the other party in a case under Chapter 11 of the Bankruptcy Code to the extent that such consent is required under 11 U.S.C. § 365(c)(1) or any successor statute. In addition, Licensee shall be entitled to register the license set forth in this Agreement in Switzerland or in any other jurisdiction in order to perfect its rights hereunder as to third parties.

11.1.

Terms of Agreement. Each party agrees not to disclose any terms of this Agreement to any third party without the consent of the other party; provided, however, that disclosures may be made as required by securities or other applicable laws; or by either party to its accountants, attorneys, and other professional advisors. Neither party shall release any publicity or information concerning this Agreement without the other party’s prior written approval, which shall not be unreasonably withheld or delayed.

11.2.

Restrictions on Disclosure and Use.

(a)

Restrictions and Covenants. Except as otherwise provided herein, each party agrees that, in its capacity as the Recipient of Confidential Information, it will (i) hold the Discloser’s Confidential Information in strict confidence, use a high degree of care in safeguarding the Discloser’s Confidential Information, and take all precautions necessary to protect the Discloser’s Confidential Information including, at a minimum, all precautions the Recipient normally employs with respect to its own Confidential Information, (ii) not divulge any of the Discloser’s Confidential Information or any information derived therefrom (including results of tests on material samples) to any other person (except as set forth in Section 11.1(a) (Disclosure to Representatives) hereof), (iii) not make any use whatsoever at any time of the Discloser’s Confidential Information except as is necessary in the performance of Recipient’s specific duties or the exercise of its rights under this Agreement, (iv) notify the Discloser in writing immediately upon discovery by the Recipient or its Representatives of any unauthorized use or disclosure of the Discloser’s Confidential Information, and (v) upon the termination or expiration of this Agreement, immediately return to the Discloser or destroy (at the option of the Recipient) all such Confidential Information, including all originals, copies and extracts.

(b)

Disclosure to Representatives. The Recipient may only disseminate the Discloser’s Confidential Information to its Representatives who have been informed of the Recipient’s obligations under this Agreement and are bound by an obligation of confidentiality and non-use with respect to the Discloser’s Confidential Information at least as broad in scope as the Recipient’s obligations under this Agreement. The Recipient agrees to reasonably restrict disclosure of the Discloser’s Confidential Information to the smallest number of the Recipient’s Representatives which have a need to know the Confidential Information. The Recipient shall be responsible for enforcing this Agreement as to the Recipient’s Representatives and shall take such action (legal or otherwise) to the extent necessary to cause them to comply with this Agreement.

(c)

Trade Secrets. Any trade secrets of the Discloser will also be entitled to all of the protections and benefits of applicable trade secret law, and the Recipient agrees to be bound by all applicable trade secret laws, unfair competition laws, and any other similar laws with respect to the Discloser’s Confidential Information. If any Confidential Information that the Discloser deems to be a trade secret is found by a court of competent jurisdiction not be a trade secret under applicable law, such Confidential Information will nevertheless still be protected by this Agreement.

(d)

Protection of Licensed Technical Information by Licensee. Licensee acknowledges and agrees that the Licensed Technical Information derives economic value from not being generally known to other persons who can obtain economic value from its disclosure or use. Therefore, without the express written consent of Licensor, Licensee covenants and agrees that it, its employees, contractors, representatives, successors, assigns, affiliates, parents, subsidiaries, officers, directors, and the like will (1) hold the Licensed Technical Information in strict confidence, use a high degree of care in safeguarding the Licensed Technical Information, and take all precautions reasonably necessary to protect the Licensed Technical Information including, without limitation, all precautions Licensee normally takes with respect to its own most sensitive and confidential information, (2) not divulge any of the Licensed Technical Information or any information derived therefrom to any person other than Licensor, (3) not make any use whatsoever at any time of the Licensed Technical Information except in furtherance of Licensee’s obligations to Licensor and as necessary to produce Licensed Products in accordance with the license granted under this Agreement, and (4) notify Licensor in writing immediately upon discovery of any unauthorized use or disclosure of the Licensed Technical Information by Licensee or its employees or any third party.

(e)

Enforcement. Licensee acknowledges and agrees that due to the unique nature of the Licensed Technical Information and other Confidential Information of Licensor, there can be no adequate remedy at law for any breach of its obligations hereunder, which breach may result in irreparable harm to Licensor, and therefore, that upon any such breach or any threat thereof, Licensor shall be entitled to appropriate equitable relief, including injunction, without the requirement of posting a bond, in addition to whatever remedies it might have at law.

(f)

Exceptions. Confidential Information does not include information:

(i)

that becomes publicly known without breach of the Recipient's or its Representatives’ obligations under this Agreement;

(ii)

that is rightfully acquired by Recipient from a third party which is not subject to any restriction or obligation (whether contractual, fiduciary, or otherwise) on disclosure or use of such Confidential Information;

(iii)

that is independently developed by employees of the Recipient without knowledge of or reference to such Confidential Information, as evidenced by written documentation or other tangible evidence of Recipient;

(iv)

that is required to be disclosed by law or by court order or government order, provided that the Recipient (a) promptly notifies the Discloser of any such disclosure requirement so that the Discloser may seek an appropriate protective order (or other appropriate protections), and (b) provides reasonable assistance (at no cost to the Recipient) in obtaining such protective order or other form of protection; or

(v)

as to which and to the extent to which the Recipient has received express written consent from an authorized officer of the Discloser to disclose or use.

12.1.

Force Majeure. Excluding payment obligations, neither party shall be liable for, nor shall it be considered in breach of this Agreement due to, any failure to perform its obligations under this Agreement as a result of a cause beyond its control, including any act of God or public enemy, act of any military, civil or regulatory authority, terrorism or threat thereof, change in any law or regulation, fire, flood, earthquake, storm or other like event, disruption or outage of communications, power or other utility, labor problem, unavailability of supplies, or any other cause, whether similar or dissimilar to any of the foregoing, which could not have been prevented by the party with reasonable care, provided that the affected party promptly upon the occurrence of any such cause or event informs the other party in writing, stating that such cause has delayed or prevented its performance and the affected party thereafter takes all action within its power to comply with the terms of this Agreement as fully and promptly as possible.

12.2.

Notices. All notice, requests, demands and other communications hereunder shall be in English and shall be given in writing and shall be: (i) personally delivered; (ii) sent by telecopier, facsimile transmission or other electronic means of transmitting written documents with confirmation of receipt; or (iii) sent to the parties at their respective addresses indicated herein by registered or certified mail, return receipt requested and postage prepaid, or by private overnight mail courier services with confirmation of receipt. The respective addresses to be used for all such notices, demands or requests are as follows:

(a)

If to Licensee:

(b)

If to Licensor:

12.3.

Independent Contractors. In the performance of this Agreement, Licensor and Licensee are independent contractors. Neither party nor any of its employees or agents shall be considered an employee or agent of the other party. Nor shall any partnership, co‑venture or joint‑employer relationship be created or implied by virtue of this Agreement or of its performance. The parties intend that this Agreement shall not create a partnership for tax purposes.

12.4.

Survival. Any provisions which by its express or implicit terms is intended to survive the expiration or termination of this Agreement, shall survive the expiration or termination of this Agreement and be enforceable in accordance with its terms.

12.5.

Severability. Each provision contained in this Agreement is declared to constitute a separate and distinct covenant and provision and to be severable from all other separate, distinct covenants and provisions. It is agreed that should any clause, condition or term, or any part thereof, contained in this Agreement be unenforceable or prohibited by law or by any present or future legislation then such clause, condition, term or part thereof, shall be amended by the parties in good faith, so as to be in compliance with the said legislation or law but, if such clause, condition or term, or part thereof, cannot be amended so as to be in compliance with the said legislation or law, then such clause, condition, term or part thereof is severable from this Agreement, and all the rest of the clauses, terms and conditions or parts thereof contained in this Agreement shall remain unimpaired and continue in full force and effect.

12.6.

Amendment. This Agreement may not be amended or modified other than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

12.7.

Waiver. No waiver of a breach of any provision of this Agreement shall be deemed to be, or shall constitute, a waiver of a breach of any other provision of this Agreement, whether or not similar, nor shall such waiver constitute a continuing waiver of such breach unless otherwise expressly provided in such waiver.

12.10.

Attorneys’ Fees. In any action between the parties for relief based in whole or in part on this Agreement (or the breach thereof), including actions to collect overdue royalty payments, the prevailing party shall be entitled to recover (in addition to any other relief awarded or granted) its reasonable costs and expenses (including attorneys’ fees and expert witness fees) incurred in the proceeding.

12.11.

Entire Agreement. This Agreement sets forth the complete agreement of the parties concerning the subject matter hereof. No claimed oral agreement in respect thereto shall be considered as any part hereof. No waiver of or change in any of the terms hereof subsequent to the execution hereof claimed to have been made by any representative of either party shall have any force or effect unless in writing, signed by duly authorized representatives of the parties.

12.12.

Assignment. This Agreement shall be finding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party shall assign its rights or duties under this Agreement, in whole or in part, without the prior written consent of the other party except that, without securing such prior consent, either party shall have the right to assign the Agreement to any successor by way of merger or consolidation or the acquisition of substantially all of the entire business and assets of such party relating to the subject matter of this Agreement; provided that such successor shall expressly assume all of the obligations and liabilities of the assigning Party under this Agreement.

12.13.

Headings; Recitals. The section and paragraph headings in this Agreement are for convenience only and are not intended to affect the meaning or interpretation of this Agreement. The recitals set forth in the preamble to this Agreement are true and correct and are made a part of this Agreement.

12.14.

Counterparts. This Agreement may be executed simultaneously in counterparts, each of which will be deemed an original, but all of which together will constitute the same Agreement.

12.15.

Language. In the event of controversy between the parties respecting the interpretation or application of this Agreement, the English language version of the Agreement shall be controlling.

12.16.

Consent Not to be Unreasonably Withheld. When consent to an action is requested of a party to this Agreement, such consent shall not be arbitrarily or unreasonably withheld.

By: /s/ Adam Bazih                                    

Adam Bazih, Chief Executive Officer

By: /s/ Isaac Bresnick                                    

Isaac A. Bresnick, Executive Administrator

1.

The “Field” shall exclude the following products and fields of use:

a.

Any Consumer Electronic Products (as defined below) or any components or sub-components suitable for use with any Consumer Electronic Products. For this purpose, “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 the sole discretion of Apple, Inc.) 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 date of the closing of the Proposed Transaction) that is suitable for use with any Consumer Electronic Product.

b.

Any watches or components for watches.

c.

Finished or semi-finished Jewelry, and also any other products that are sold under the name of a Luxury Brand or incorporated into products that are sold under the name of a Luxury Brand, including without limitation (a) buckles for belts, briefcases, handbags, and clothing; and (b) cigarette lighters and cigar cutters. 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. “Luxury Brands ” shall not include brands owned or used by Nokia, Motorola, Samsung, LG, Sony-Ericsson, Apple, RIM, HTC or similar companies that supply mobile phones and accessories to the mass-market. Otherwise, “Luxury Brands” consist of the following brands and any other similar, renowned luxury brand which is used as the sole or primary brand on a competitive product sold at similar price point:

2.

The licenses to Licensee shall exclude any patents, technical information, know-how, or other Intellectual Property that Liquidmetal licenses from a third party (other than a third party that is an Affiliate of Liquidmetal) if and to the extent that the terms of the third party license would prohibit the sublicensing of such Intellectual Property hereunder.

3.

The licenses granted to Licensee hereunder shall be subject to and limited by (and shall contain any exclusions required by) any applicable state or federal legal or regulatory requirements of any state or federal governmental or regulatory body.

4.

Licensed Products may not be sold to any customer in, or to any customer for distribution into, the following countries: Brunei, Cambodia, China (P.R.C and R.O.C.), East Timor, Indonesia, Japan, Laos, Malaysia, Myanmar, North Korea, Philippines, Singapore, South Korea, Thailand and Vietnam.

1.

Amendment. The Agreement is amended effective as of the date hereof as follows:

a.

Section 1.5 of the Agreement shall be deleted in its entirety and the following shall be inserted in place thereof:

b.

Section 1.9 of the Agreement shall be deleted in its entirety and the following shall be inserted in place thereof:

c.

A new Section 1.17 shall be inserted into the Agreement as follows:

d.

A new Section 1.18 shall be inserted into the Agreement as follows:

e.

A new Section 1.19 shall be inserted into the Agreement as follows:

f.

Article 2 of the Agreement shall be renamed LICENSE GRANT AND EQUIPMENT SALE.

g.

Section 2.1 of the Agreement shall be deleted in its entirety and the following inserted in place thereof:

h.

 A new Section 2.6 shall be inserted into the Agreement as follows:

i.

A new Section 2.7 shall be inserted into the Agreement as follows:

j.

A new Section 2.8 shall be inserted into the Agreement as follows:

k.

A new Section 2.9 shall be inserted into the Agreement as follows:

l.

A new Section 3.3 shall be inserted into the Agreement as follows:

m.

A new Section 3.4 shall be inserted into the Agreement as follows:

n.

A new Section 3.5 shall be inserted into the Agreement as follows:

o.

A new Section 3.6 shall be inserted into the Agreement as follows:

p.

A new Section 3.7 shall be inserted into the Agreement as follows:

q.

The Section numbers 6.1, 6.2, 6.3, 6.4 and 6.5 under Article 7 of the Agreement shall be changed to 7.1, 7.2, 7.3, 7.4 and 7.5, respectively.

r.

A new Section 7.6, under Article 7, shall be inserted into the Agreement as follows:

s.

The Section numbers 8.1, 8.2, 8.3, 8.4 and 8.5 under Article 9 of the Agreement shall be changed to 9.1, 9.2, 9.3, 9.4 and 9.5, respectively.

t.

Reflecting the new section numbering described in clause (q) above, for the purpose of clarity (i) Section 9.2 of the Agreement solely relates to Inventions conceived, made or reduced to practice by Licensor that are derived from the Licensed Patents, or Licensed Technology, (ii) Section 9.3 of the Agreement solely relates to Inventions conceived, made or reduced to practice by Licensor that are not derived from the Licensed Patents or Licensed Technology, (iii) Section 9.4 of the Agreement solely relates to Inventions conceived, made or reduced to practice by Licensee that are derived from the Licensed Patents or Licensed Technology, and (iv) Section 9.5 of the Agreement solely relates to Inventions conceived, made or reduced to practice by Licensee that are not derived from the Licensed Patents or Licensed Technology.

u.

Section 10.1 of the Agreement shall be deleted in its entirety and the following inserted in place thereof:

v.

A new Section 10.2(d) shall be inserted into the Agreement, as follows:

w.

Section 10.3(a) of the Agreement shall be deleted in its entirety and the following inserted in place thereof:

x.

Section 12.4 of the Agreement shall be deleted in its entirety and the following inserted in place thereof:

y.

A new Exhibit D shall be inserted into the Agreement as follows:

Item

Qty

Description

Model

Serial #

1

 1

 Injection Molding Machine w/ Manual

Engel E-Motion 310/120 T

200643

2

 1

 Robot for Injection Molding Machine w/ Manual

Engel Viper 6

200646

3

 1

 Induction Unit

Inductoheat

9019000_00

4

 3

 Boat

5

 29

 Plunger Tip

6

 O-Rings

7

 Quartz Tubing

8

 1

 Temperature Control Unit

Regloplas P180S

111520250002

9

 1

 Temperature Control Unit

Regloplas P180S

117200230001

10

 1

 Mold Base – Floating Modular Type

11

 1

 PS-25 Mold Insert Set

LQMT Mold # 011

12

 1

 PS-100 Mold Insert Set

LQMT Mold # 003

13

 1

 Test Specimen Mold Insert Set

LQMT Molds # 016, 017, 018, 019, 020

14

 2

 Pump

Berkeley BPDH10-L

15

 1

 Pump

Grundfos A-96806914-P3-1244

16

 Hoses

17

 1

 Mold Release Apparatus

18

 Mold Release Compound

19

 2

 Heat Exchanger

20

 2

 Manifolds

21

 1

 Water Ballast Tank

22

 1

 Metal Tool Storage Cabinet

23

 Plastic Bins (Red, Gray, Blue)

z.

A new Exhibit E shall be inserted into the Agreement as follows:

(A)

warrants and represents that:

(1)

it is the lawful owner in all respects of all of the Assets; and

(2)

the Assets are free and clear of any and all liens, security agreements, encumbrances, claims, demands and charges of every kind and character whatsoever;

(B)

covenants and agrees at all times and from time to time hereafter, at its expense, to:

(1)

warrant and defend the title to all of the Assets unto the Buyer, its successors and assigns, forever against every person whomsoever makes any claim against or for such herein described property and the Assets or any part thereof; and

(2)

execute and deliver to Buyer such further instruments, documents, consents and assurances as Buyer may reasonably request to fully and effectively sell, convey and transfer the Assets to Buyer.

2.

Effective Date. This Amendment shall be effective upon the execution hereof.

3.

Counterparts. This Amendment may be executed simultaneously in counterparts, each of which will be deemed an original, but all of which together will constitute the same Amendment.

4.

Other Provisions. Except as provided herein, all other provisions of the Agreement shall remain unchanged and continue in full force and effect.