Offer Letter Agreement, dated July 6, 2021, between the Company and Tony Chung

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Overseeing Company operations, communicating with board members and other Company executives and making important decisions that impact the Company’s brand identity and financial health.

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Acting as the head of the organization when communicating with stockholders, government entities and the general public.

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Leading the development of the Company’s long- and short-term strategies.

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Subject to the authority of the Board, managing overall operations and make major decisions affecting the organization.

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Subject to the authority of the Board, negotiating or approving agreements and contracts for the organization.

1.

Start Date:  July 7, 2021 (the “Start Date”).

2.

Compensation:  Annual base salary of $240,000 paid on a semi-monthly basis and subject to applicable tax and other withholdings.

3.

Signing Bonus:  90 days after Start Date, you shall be paid a signing bonus of $20,000 (subject to applicable tax and other withholdings), provided that you may be reimbursed for bona fide expenses related to relocation, up to $20,000 (subject to applicable tax and other withholdings), in advance of the payment of the signing bonus, and deducted therefrom.

4.

Stock Options: As an additional inducement to join the Company, on the Start Date, we shall grant you under the Company’s 2015 Equity Incentive Plan (the “2015 Plan”) nonqualified stock options to purchase up to 7,500,000 shares of the common stock of the Company with an option exercise price equal to the closing LQMT stock price on the Start Date. The vesting schedule for your stock options shall be as follows:

Tranche 1: 2,500,000 stock options vesting ninety (90) days after the Start Date with a 2-year lock-up. After 2-years from the time of vesting, you may sell up to 1,250,000 of the option shares issued under Tranche 1 (provided you have exercised the options). After 3-years from the Start Date, the lock-up will terminate, and you may sell all option shares in Tranche 1 without restriction (provided you have exercised the options).

Tranche 2: 5,000,000 stock options with annual vesting over 2-years (in two equal annual installments), and the option shares (when exercised) shall be subject to a lock-up and be released from such lock-up only as follows:

a.

Exchange Lock-up:  you may not sell any of the 5,000,000 option shares in this tranche unless the Company’s stock gets listed on Nasdaq and/or NYSE, except as provided in the next paragraph. Once the Company’s stock is listed on Nasdaq/NYSE, all 5,000,000 will be released from the lock up.

b.

$1.00 Lock-up: After the 2-year vesting period, even if the shares are not listed on Nasdaq or the NYSE, if/when the Company’s stock closes above $1.00 (subject to adjustment for stock splits, reverse stock splits, or the like) for ten consecutive trading days (the “Dollar Date”), you may sell up to 2,500,000 option shares in Tranche 2. 1-year after the Dollar Date, you may sell the remaining 2,500,000 option shares in this tranche. If neither condition “a” or “b” is satisfied, the option shares may only be sold after five (5) years after the Start Date.

Change of Control: If there is a Change of Control (as defined under the 2015 Plan) during your employment with the Company, all 7,500,000 stock options shall vest immediately, including any options already vested, and you may exercise and sell all option shares relating to such options without lockup or any restrictions whatsoever.