EXHIBIT 10.11
SECURITY AGREEMENT
THIS SECURITY AGREEMENT (this "Agreement") is made and entered into as
of the 1st day of March, 2004, by and between LIQUIDMETAL TECHNOLOGIES, INC., a
Delaware corporation ("Borrower"), and MIDDLEBURY CAPITAL LLC, a Delaware
limited liability company ("MC" or "Agent") and each other person or entity
listed as a Secured Party on Schedule 1 attached to this Agreement (the
"Investors" and together with MC the "Secured Party"). Capitalized terms used
herein and not otherwise defined shall have the meanings set forth in that
Securities Purchase Agreement, dated March 1, 2004, between the Company and the
parties identified as "Middlebury Investors" on Schedule 1 hereto ("Securities
Purchase Agreement"). Additionally, for purposes of this Agreement, the term
"Michigan Note" shall mean the 6% senior convertible notes issuable under the
Amended and Restated Securities Purchase Agreement, dated March 1, 2004, among
Michigan Venture Capital Co, Ltd. ("Michigan"), the Borrower, and the parties
identified as "Michigan Investors on Schedule 1 hereto (the "Michigan
Agreement").
Recitals
WHEREAS, Secured Party has agreed to purchase the Note from
the Borrower pursuant to the terms of the Securities Purchase Agreement and the
Note, or to alternatively purchase the Michigan Note from the Borrower pursuant
to the terms of the Michigan Agreement and the Michigan Note.
WHEREAS, Secured Party has required, as a condition to
purchasing the Note or Michigan Note, that Borrower grant Secured Party a first
priority security interest in all of Borrower's patents listed in Exhibit A
hereto, and to that end has required the execution and delivery of this
Agreement by Borrower.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained in the Note, the Michigan Note, and herein, the parties
hereto, intending to be legally bound, agree as follows:
1. INCORPORATION OF RECITALS, PURCHASE AGREEMENT, AND NOTE. The
foregoing Recitals, the Note, the Securities Purchase Agreement, the Michigan
Note, and the Michigan Agreement, and the terms and provisions thereof, are
hereby incorporated herein in their entirety by this reference.
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2. DEFINITIONS. The following terms shall have the meanings set
forth below:
"Collateral" shall mean all Patents and Proceeds.
Notwithstanding the foregoing, the security interest granted herein
shall not extend to and the term "Collateral" shall not include any
property, rights or licenses to the extent the granting of a security
interest therein would be contrary to applicable law.
"Obligations" means each and every debt, liability,
and obligation of every kind and description arising under or in
connection with the Note or Michigan Note which Borrower may now or at
any time hereafter owe to Secured Party.
"Patents" shall mean, collectively, all of Borrower's
letters patent under the laws of the United States listed on Exhibit A
hereto, all recordings and registrations thereof and applications
therefor, including, without limitation, the inventions described
therein, all reissues, continuations, divisions, renewals, extensions,
continuations-in-part thereof, in each case whether now owned or
existing or hereafter acquired or arising.
"Permitted Liens" shall mean, collectively, the
following: (i) liens for current taxes or other governmental or
regulatory assessments which are not delinquent, or which are being
contested in good faith by the appropriate procedures and for which
appropriate reserves are maintained; (ii) liens in favor of Agent
and/or the Secured Party; and (iii) licenses or sublicenses of Patents,
in each instance granted to others not interfering in any material
respect with the business of the Borrower.
"Proceeds" shall mean any consideration received from
the sale, exchange, lease or other disposition of any asset or property
which constitutes Collateral, any other value received as a consequence
of the possession of any Collateral and any payment received from any
insurer or other person or entity as a result of the destruction, loss,
theft or other involuntary conversion of whatever nature of any asset
or property that constitutes Collateral.
"Security Interest" has the meaning given in Section
3(b).
3. SECURITY FOR OBLIGATIONS.
a. This Agreement secures, and the Collateral is
collateral security for, the prompt payment or performance in full when due,
whether at stated maturity, by required prepayment, declaration, acceleration,
conversion, demand or otherwise (including the payment of amounts that would
become due but for the operation of the automatic stay under Section 363(a) of
the Bankruptcy Code, 11 U.S.C. Section 362(a)) of all obligations and
liabilities of every nature of Borrower now or hereafter existing under or
arising out of or in connection with the Note and this Agreement and all
extensions or renewals thereof, whether for principal, interest, (including,
without limitation, interest that, but for the filing of a petition in
bankruptcy with respect to Borrower, would accrue on such obligations), fees,
expenses, indemnities or otherwise, whether voluntary or involuntary, direct or
indirect, absolute or contingent, liquidated or unliquidated, whether or not
jointly owed with others, and whether or not from time to time decreased or
extinguished and later increased, created or incurred, and all or any portion of
such obligations or liabilities that are paid, to the extent all or any part of
such payment is avoided or recovered directly or indirectly from Agent or any
Secured Party as a preference, fraudulent transfer or otherwise (all such
obligations of Borrower, together with the Obligations, being the "Secured
Obligations").
b. Security Interest. As security for the payment or
performance, as the case may be, of the Secured Obligations, the Borrower hereby
creates and grants to the Agent, its successors and its assigns, for its own
benefit and for the pro rata benefit of the Investors, their successors and
their assigns, a security interest in the Collateral (the "Security Interest").
Without limiting the foregoing, the Agent is hereby authorized to file one or
more financing statements, continuation statements or other documents for the
purpose of perfecting, confirming, continuing, enforcing or protecting the
Security Interest, naming the Borrower as debtors and the Agent as secured
party.
The Borrower agrees at all times to keep in all material respects
accurate and complete accounting records with respect to the Collateral,
including, but not limited to, a record of all payments and Proceeds received.
4. REPRESENTATIONS AND WARRANTIES. Borrower represents and
warrants as follows:
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a. Financing Statements. Except for the financing
statements in favor of Secured Party, at the time of granting the
security interest described herein, no financing statement covering the
Collateral or any portion thereof will be on file in any public office
and Borrower agrees not to execute or authorize the filing of any such
additional financing statement in favor of any person, entity or
governmental agency (whether federal, state or local) other than
Secured Party as long as any portion of the Obligations evidenced by
the Note remain unpaid.
b. Legal Name. Borrower's exact legal name is as set
forth in the first paragraph of this Security Agreement. Borrower shall
not change its legal name or its form of organization without 30 days'
prior written notice to Secured Party.
c. Title and Authority. Borrower has (i) rights in and
good title to the Collateral in which it is granting a security
interest hereunder and (ii) the requisite corporate power and authority
to grant to the Agent the Security Interest in such Collateral pursuant
hereto and to execute, deliver and perform its obligations in
accordance with the terms of this Agreement, without the consent or
approval of any other person other than any consent or approval which
has been obtained. Borrower has the sole, full and clear title to each
of the Patents shown on Schedule A hereto and the registrations thereof
are valid and subsisting and in full force and effect. None of the
Patents has been abandoned or dedicated, and, except to the extent that
the Agent, upon prior written notice by Borrower, shall consent,
Borrower will not do any act, or omit to do any act, whereby the
Patents may become abandoned or dedicated and shall notify the Agent
immediately if it knows of any reason or has reason to know that any
application or registration may become abandoned or dedicated. Borrower
hereby represents and warrants that the Patents shown on Schedule A are
the only issued U.S. patents owned by Borrower as of the date of this
Agreement.
d. Filing. Fully executed Uniform Commercial Code
financing statements containing a description of the Collateral shall
have been, or shall be delivered to the Agent in a form such that they
can be, filed of record in every governmental, municipal or other
office in every jurisdiction in which any portion of the Collateral is
located necessary to publish notice of and protect the validity of and
to establish a valid, legal and perfected security interest in favor of
the Agent in respect of the Collateral in which a security interest may
be perfected by filing in the United States and its territories and
possessions, and no further or subsequent filing, refiling, recording,
rerecording, registration or reregistration is necessary in any such
jurisdiction, except as provided under applicable law with respect to
the filing of Uniform Commercial Code continuation statements.
e. Validity of Security Interest. The Security Interest
constitutes a valid, legal and perfected first priority security
interest in all of the Collateral for payment and performance of the
Secured Obligations subject only to Permitted Liens.
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f. Locations of Collateral; Place of Business. Borrower
hereby represents and warrants that all the Collateral is located at
the locations listed on Schedule A hereto and that its federal employer
identification number is as set forth on said Schedule. The Borrower
agrees not to establish, or permit to be established, any other
location for Collateral unless all filings under the Uniform Commercial
Code as in effect in any state or otherwise which are required by this
Agreement or the Note to be made with respect to the Collateral have
been made and the Agent has a valid, legal and perfected first priority
security interest in the Collateral. Borrower confirms that its chief
executive office is located at the office indicated on Schedule A
hereto. Borrower agrees not to change, or permit to be changed, the
location of its chief executive office unless all filings under the
Uniform Commercial Code or otherwise which are required by this
Agreement or the Note to be made have been made and the Agent has a
valid, legal and perfected first priority security interest
5. COVENANTS AND AGREEMENTS. Borrower covenants and agrees as
follows:
a. Restrictions. Borrower agrees that until the
Obligations shall have been satisfied in full, Borrower shall not,
without Secured Party's prior written consent, assign, transfer,
encumber or otherwise dispose of the Collateral, or any interest
therein, except that Borrower may (i) license (other than on an
exclusive basis for all known fields of use for the duration of the
term of the patent) or grant similar rights and interests on an arm's
length basis consistent with good industry practice in all or any part
of the Collateral to unrelated third parties pursuant to its business
and (ii) sell, license on an exclusive basis for all known fields of
use for the duration of the term of the patent or otherwise transfer
for value all or any part of the Collateral with the prior written
consent of the Secured Party, which consent will not be unreasonably
withheld, provided that the restriction on exclusive licenses shall
terminate beginning on the date that more than one-half of the
principal amount of the Notes secured by the Collateral has been repaid
by the Company or has been converted to Common Stock. Borrower further
agrees that it will not take any action, or permit any action to be
taken by others subject to its control, including licensees, or fail to
take any action, which would affect the validity or enforcement of the
rights transferred to Secured Party under this Agreement.
b. Defense. Borrower shall, at its own cost and expense,
take any and all actions reasonably necessary to defend title to the
Collateral owned by it against all persons and to defend the Security
Interest of the Agent in such Collateral, and the priority thereof,
against any adverse lien of any nature whatsoever (other than Permitted
Liens).
c. Maintenance. Borrower shall at all times and at its
own expense maintain and keep, or cause to be maintained and kept, the
Collateral. Borrower shall perform all acts and execute all documents,
including, without limitation, security agreements in form suitable for
filing with the United States Patent and Trademark Office,
substantially in the form of Exhibit B, hereof requested by the Agent
at any time to evidence, perfect, maintain, record and enforce the
Agent's interest in the Collateral or otherwise in furtherance of the
provisions of this Agreement, and Borrower hereby authorizes the Agent
to execute and file one or more financing statements (and similar
documents) or copies thereof or of this Agreement with respect to the
Collateral signed only by the Agent. Borrower will take all necessary
steps in any proceeding before the United States Patent and Trademark
Office or any similar office or agency of the United States or any
State thereof to maintain each application and registration of the
Patents, including, without limitation, filing of renewals,
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affidavits of use, affidavits of incontestability and opposition,
interference and cancellation proceedings.
d. Secured Party's Right to Take Action. If, after ten
days written notice from Secured Party, Borrower fails to perform or
observe any of its covenants or agreements set forth in this Section 5
or if Borrower notifies Secured Party that it intends to abandon all or
any part of the Collateral, Secured Party may (but need not) perform or
observe such covenant or agreement or take steps to prevent such
intended abandonment on behalf and in the name, place, and stead of
Borrower (or, in the case of intended abandonment, in Secured Party's
own name) and may (but need not) take any and all other actions that
Secured Party may reasonably deem necessary to cure or correct such
failure or prevent such intended abandonment.
e. Costs and Expenses. Except to the extent that the
effect of such payment would be to render any loan or forbearance of
money usurious or otherwise illegal under any applicable law, Borrower
shall pay Secured Party on demand the amount of all moneys expended and
all costs and expenses (including reasonable attorneys' fees and
disbursements) incurred by Secured Party in connection with or as a
result of Secured Party's taking action under subsection 5(d), except
for intended abandonment of the Collateral by Borrower, or exercising
its rights under Section 7, together with interest thereon from the
date expended or incurred by Secured Party.
f. Use and Disposition of Collateral. Borrower shall not
make or permit to be made any assignment, pledge or hypothecation of
the Collateral other than Permitted Liens, or grant any security
interest in the Collateral except for the Security Interest and
Permitted Liens. Borrower shall not make or permit to be made any
transfer of any Collateral, except in the ordinary course of business,
and Borrower shall remain at all times in possession of the Collateral
owned by it other than transfers to the Agent pursuant to the
provisions hereof and as otherwise provided in this Agreement. The
Agent shall have the right, as the true and lawful agent of the
Borrower, with power of substitution for the Borrower and in the
Borrower's name, the Agent's name or otherwise, for the use and benefit
of the Agent and the Investors and solely to effect the purposes of
this Agreement, (i) to endorse the Borrower's name upon any notes,
acceptances, checks, drafts, money orders or other evidences of payment
with respect to the Collateral that may come into its possession; (ii)
to sign the name of the Borrower on any invoice relating to any of the
Collateral and (iii) upon the occurrence and during the continuance of
an event of default under this Agreement or under the Note, (A) to
receive, endorse, assign and/or deliver any and all notes, acceptances,
checks, drafts, money orders or other evidences or instruments of
payment relating to the Collateral or any part thereof, and Borrower
hereby waives notice of presentment, protest and non-payment of any
instrument so endorsed, (B) to demand, collect, receive payment of,
give receipt for, extend the time of payment of and give discharges and
releases of all or any of the Collateral and/or release the obligor
thereon, (C) to commence and prosecute any and all suits, actions or
proceedings at law or in equity in any court of competent jurisdiction
to collect or otherwise realize on all or any of the Collateral or to
enforce any rights in respect of any Collateral, (D) to settle,
compromise, compound, adjust or defend any actions, suits or
proceedings relating to or pertaining to all or any of the Collateral,
and (H) to use, sell, assign, transfer, pledge, make any agreement with
respect to or otherwise deal with all or any of the Collateral, and to
do all other acts and things necessary to carry out the purposes of
this Agreement, as fully and completely as though the Agent were the
absolute owner of the Collateral for all purposes; provided, however,
that nothing herein contained shall be construed as requiring or
obligating the Agent or any Investor to make any
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commitment or to make any inquiry as to the nature or sufficiency of
any payment received by the Agent or such Investor or to present or
file any claim or notice, or to take any action with respect to the
Collateral or any part thereof or the moneys due or to become due in
respect thereof or any property covered thereby, and no action taken by
the Agent or any Investor or omitted to be taken with respect to the
Collateral or any part thereof shall give rise to any defense,
counterclaim or offset in favor of Borrower or to any claim or action
against the Agent or any Investor in the absence of the gross
negligence or willful misconduct of the Agent or such Investor; and
provided further that, the Agent shall at all times act reasonably and
in good faith. It is understood and agreed that the appointment of the
Agent as the agent of the Borrower for the purposes set forth above in
this Section 5(f) is coupled with an interest and is irrevocable. The
provisions of this Section 5(f) shall in no event relieve Borrower of
any of its obligations hereunder with respect to the Collateral or any
part thereof (other than obligations which are impaired as a result of
actions taken by the Agent pursuant to this Section 5(f)) or impose any
obligation on the Agent or any Investor to proceed in any particular
manner with respect to the Collateral or any part thereof, or in any
way limit the exercise by the Agent or any Investor of any other or
further right which it may have on the date of this Agreement or
hereafter, whether hereunder or by law or otherwise. Anytime action is
taken under this Section 5(f), prompt written notice of such action
shall be provided to Borrower by Agent.
g. Further Assurances. Borrower agrees, at its expense,
to execute, acknowledge, deliver and cause to be duly filed all such
further instruments and documents and take all such actions as the
Agent may from time to time reasonably request for the assuring and
preserving of the Security Interest and the rights and remedies created
hereby, including, without limitation, the payment of any fees and
taxes required in connection with the execution and delivery of this
Agreement, the granting of the Security Interest and the filing of any
financing statements or other documents in connection herewith. If any
amount payable under or in connection with any of the Collateral shall
be or become evidenced by any promissory note or other instrument, such
note or instrument shall be promptly pledged and delivered to the
Agent, duly endorsed in a manner satisfactory to the Agent. Borrower
agrees to notify promptly the Agent of any change in its corporate name
or in the location of its chief executive office, its chief place of
business or the office where it keeps its records.
6. EVENTS OF DEFAULT. Each of the following occurrences shall
constitute an event of default under this Agreement (herein called "Event of
Default"):
a. an Event of Default, as defined in the Note, shall
occur; or
b. Borrower shall fail promptly to observe or perform
any covenant or agreement herein binding on it and such failure is not
cured within 20 days after written notice from Secured Party; or
c. there is any levy, seizure, or attachment of all or
any material portion of the Collateral, other than as set forth in this
Agreement; or
d. any of the representations or warranties contained in
Section 0 shall prove to have been incorrect in any material respect
when made.
7. REMEDIES. Upon the occurrence of an Event of Default and at
any time thereafter, Secured Party may, at its option, take any or all of the
following actions:
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a. exercise any or all remedies available under this
Agreement or the Note including, without limitation, any and all rights
afforded to a secured party under, and subject to its obligations
contained in, the Uniform Commercial Code as in effect in any state or
other applicable law; or
b. sell, assign, transfer, pledge, encumber, or
otherwise dispose of the Collateral; or
c. enforce the patents comprising the Collateral and if
Secured Party shall commence any suit for such enforcement, Borrower
shall, at the request of Secured Party, do any and all lawful acts and
execute any and all proper documents reasonably required by Secured
Party in aid of such enforcement; or
d. incur expenses, including attorneys' fees at the
regular hourly rates of Secured Party's counsel from time to time in
effect, legal expenses and costs for the exercise of any right or power
under this Security Agreement, which expenses are secured by this
Security Agreement.
Any disposition of Collateral by Agent shall be subject to the mandatory
requirements of applicable law and subject to the requirement that Agent act
reasonably and in good faith. Subject to such conditions, Agent may sell or
otherwise dispose of all or any part of the Collateral, at public or private
sale, for cash, upon credit or for future delivery as the Agent shall deem
appropriate. Each purchaser at any such sale shall hold the property sold
absolutely free from any claim or right on the part of the Borrower, and
Borrower hereby waives (to the extent permitted by law) all rights of
redemption, stay and appraisal which Borrower now has or may at any time in the
future have under any rule of law or statute now existing or hereafter enacted.
The Agent shall give the Borrower ten (10) days' written notice (which Borrower
agrees is reasonable notice within the meaning of Section 9-504(3) of the
Uniform Commercial Code) of the Agent's intention to make any sale of
Collateral. Such notice, in the case of a public sale, shall state the time and
place for such sale. Any such public sale shall be held at such time or times
within ordinary business hours and at such place or places as the Agent may fix
and state in the notice (if any) of such sale. At any such sale, the Collateral,
or portion thereof, to be sold may be sold in one lot, as an entirety or in
separate parcels, as the Agent may (in its sole and absolute discretion)
determine. The Agent shall not be obligated to make any sale of any Collateral
if it shall determine not to do so, regardless of the fact that notice of sale
of such Collateral shall have been given. The Agent may, without notice or
publication, adjourn any public or private sale or cause the same to be
adjourned from time to time by announcement at the time and place fixed for
sale, and such sale may, without further notice, be made at the time and place
to which the same was so adjourned. In case any sale of all or any part of the
Collateral is made on credit or for future delivery, the Collateral so sold may
be retained by the Agent until the sale price is paid by the purchaser or
purchasers thereof, but the Agent shall not incur any liability in case any such
purchaser or purchasers shall fail to take up and pay for the Collateral so sold
and, in case of any such failure, such Collateral may be sold again upon like
notice. At any public sale made pursuant to this Section 6, any Investor may bid
for or purchase, free (to the extent permitted by law) from any right of
redemption, stay or appraisal on the part of Borrower (all said rights being
also hereby waived and released to the extent permitted by law), with respect to
the Collateral or any part thereof offered for sale and any such Investor may
make payment on account thereof by using any claim then due and payable to any
such Investor from Borrower as a credit against the purchase price, and any such
Investor may, upon compliance with the terms of sale, hold, retain and dispose
of such property without further accountability to Borrower therefor. For
purposes hereof, a written agreement to purchase the Collateral or any portion
thereof shall be treated as a sale thereof; the Agent shall be free to carry out
such
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sale and purchase pursuant to such agreement, and Borrower shall not be entitled
to the return of the Collateral or any portion thereof subject thereto,
notwithstanding the fact that after the Agent shall have entered into such an
agreement all events of default shall have been remedied and the Secured
Obligations paid in full. Borrower shall remain liable for any deficiency. As an
alternative to exercising the power of sale herein conferred upon it, the Agent
may proceed by a suit or suits at law or in equity to foreclose this Agreement
and to sell the Collateral or any portion thereof pursuant to a judgment or
decree of a court or courts having competent jurisdiction or pursuant to a
proceeding by a court appointed receiver.
8. DESIGNATION OF AGENT. The Investors hereby irrevocably
designate MC (and its successors and assigns) as their agent and MC hereby
accepts such designation, in order to execute any and all instruments or other
documents on behalf of the Investors and to do any and all other acts or things
on behalf of the Investors that MC (or its successors or assigns) in its sole
discretion deems necessary or advisable or that may be required pursuant to this
Agreement or otherwise, to exercise Secured Party's rights and remedies under
this Agreement. None of the Investors may take any action or exercise any rights
under this Agreement except through MC as their agent. Borrower hereby appoints
the Agent the attorney-in-fact of Borrower solely for the purpose of carrying
out the provisions of this Agreement and taking any action and executing any
instrument which the Agent may reasonably deem necessary or advisable to
accomplish the purposes hereof, which appointment is irrevocable so long as this
Agreement and the Security Interest have not been terminated and coupled with an
interest
9. APPLICATION OF PROCEEDS. The proceeds of any collection or
sale of Collateral, as well as any Collateral consisting of cash, shall be
applied by the Agent as follows:
FIRST, to the payment of all reasonable costs and
expenses incurred by the Agent in connection with such collection or
sale or otherwise in connection with this Agreement or any of the
Secured Obligations, including, but not limited to, all court costs and
the reasonable fees and expenses of its agents and legal counsel, the
repayment of all advances made by the Agent hereunder on behalf of the
Borrower and any other reasonable costs or expenses incurred in
connection with the exercise of any right or remedy hereunder;
SECOND, pro rata to the payment in full of principal
and interest in respect of any amount of the Notes outstanding (pro
rata as among the Investors in accordance with the principal amount of
the Notes held by them);
THIRD, to the Borrower, its successors and assigns,
or as a court of competent jurisdiction may otherwise direct.
10. SECURITY INTEREST ABSOLUTE. All rights of the Agent hereunder,
the Security Interest, and all obligations of the Borrower hereunder, shall be
absolute and unconditional irrespective of (i) any partial invalidity or
unenforceability of the Note, any other agreement with respect to any of the
Secured Obligations or any other agreement or instrument relating to any of the
foregoing, (ii) any change in the time, manner or place of payment of, or in any
other term of, all or any of the Secured Obligations, or any other amendment or
waiver of or consent to any departure from the Note or any other agreement or
instrument, (iii) any exchange, release or nonperfection of any other
Collateral, or any release or amendment or waiver of or consent to or departure
from any guarantee, for all or any of the Secured Obligations, or (iv) any other
circumstance which might otherwise constitute a defense available to, or
discharge of the Borrower in respect of the Secured Obligations or in respect of
this Agreement.
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11. MISCELLANEOUS. This Agreement can be waived, modified,
amended, terminated or discharged, and the Security Interest can be released,
only explicitly in a writing signed by Secured Party. A waiver signed by Secured
Party shall be effective only in the specific instance and for the specific
purpose given. Mere delay or failure to act shall not preclude the exercise or
enforcement of any of Secured Party's rights or remedies. All rights and
remedies of Secured Party shall be cumulative and may be exercised singularly or
concurrently, at Secured Party's option, and the exercise or enforcement of any
one such right or remedy shall neither be a condition to nor bar the exercise or
enforcement of any other. Secured Party shall not be obligated to preserve any
rights Borrower may have against prior parties, to realize on the Collateral at
all or in any particular manner or order, or to apply any cash proceeds of the
Collateral in any particular order of application. This Agreement shall be
binding upon and inure to the benefit of Borrower and Secured Party and their
respective participants, successors, and permitted assigns and shall take effect
when signed by Borrower and Secured Party, and Borrower waives notice of Secured
Party's acceptance hereof; provided, however, that the Secured Party's rights
hereunder may not be transferred or assigned to any third party without the
prior written consent of Borrower. This Agreement shall be governed by the
internal law of the State of New York without regard to conflicts of law
provisions. If any provision or application of this Agreement is held unlawful
or unenforceable in any respect, such illegality or unenforceability shall not
affect other provisions or applications which can be given effect and this
Agreement shall be construed as if the unlawful or unenforceable provision or
application had never been contained herein or prescribed hereby. All
representations and warranties contained in this Agreement shall survive the
execution, delivery and performance of this Agreement and the creation and
payment of the Obligations.
12. WAIVER OF JURY TRIAL: BORROWER HEREBY KNOWINGLY, VOLUNTARILY
AND INTENTIONALLY WAIVES THE RIGHT BORROWER MAY 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 SECURED PARTY ENTERING INTO THIS AGREEMENT.
13. TERMINATION. This Agreement and the Security Interest shall
terminate when all the Secured 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.
SECURED PARTY:
MIDDLEBURY CAPITAL LLC
By: /s/ Eric Brachfeld
Name: Eric Brachfeld
Title: Managing Member
BORROWER:
LIQUIDMETAL TECHNOLOGIES, INC.
By: /s/ John Kang
John Kang,
President and Chief Executive Officer
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COUNTERPART SIGNATURE PAGE
TO SECURITY AGREEMENT
DATED MARCH 1, 2004,
AMONG LIQUIDMETAL TECHNOLOGIES, INC.,
MIDDLEBURY CAPITAL LLC, AND
THE "INVESTORS" IDENTIFIED THEREIN
The undersigned hereby executes and delivers the Security Agreement to which
this Signature Page is attached, which, together with all counterparts of the
Security Agreement and Signature Pages of the Company, Agent, and other
"Investors" under the Security Agreement, shall constitute one and the same
document in accordance with the terms of the Security Agreement.
JESS MORGAN & CO., INC.
/s/ Gary Levenson
Gary Levenson
Executive Vice President, Jess S. Morgan & Co., Inc.
11
COUNTERPART SIGNATURE PAGE
TO SECURITY AGREEMENT
DATED MARCH 1, 2004,
AMONG LIQUIDMETAL TECHNOLOGIES, INC.,
MIDDLEBURY CAPITAL LLC, AND
THE "INVESTORS" IDENTIFIED THEREIN
The undersigned hereby executes and delivers the Security Agreement to which
this Signature Page is attached, which, together with all counterparts of the
Security Agreement and Signature Pages of the Company, Agent, and other
"Investors" under the Security Agreement, shall constitute one and the same
document in accordance with the terms of the Security Agreement.
PRANA LLC
/s/ Jerry C. Apodara
Jerry C. Apodara
Chief Executive Officer
12
COUNTERPART SIGNATURE PAGE
TO SECURITY AGREEMENT
DATED MARCH 1, 2004,
AMONG LIQUIDMETAL TECHNOLOGIES, INC.,
MIDDLEBURY CAPITAL LLC, AND
THE "INVESTORS" IDENTIFIED THEREIN
The undersigned hereby executes and delivers the Security Agreement to which
this Signature Page is attached, which, together with all counterparts of the
Security Agreement and Signature Pages of the Company, Agent, and other
"Investors" under the Security Agreement, shall constitute one and the same
document in accordance with the terms of the Security Agreement.
DKR SOUNDSHORE OASIS HOLDING FUND LTD.
/s/ Barbara Burger
Barbara Burger, Alt. Director
13
COUNTERPART SIGNATURE PAGE
TO SECURITY AGREEMENT
DATED MARCH 1, 2004,
AMONG LIQUIDMETAL TECHNOLOGIES, INC.,
MIDDLEBURY CAPITAL LLC, AND
THE "INVESTORS" IDENTIFIED THEREIN
The undersigned hereby executes and delivers the Security Agreement to which
this Signature Page is attached, which, together with all counterparts of the
Security Agreement and Signature Pages of the Company, Agent, and other
"Investors" under the Security Agreement, shall constitute one and the same
document in accordance with the terms of the Security Agreement.
RODD FRIEDMAN
/s/ Rodd Friedman
14
COUNTERPART SIGNATURE PAGE
TO SECURITY AGREEMENT
DATED MARCH 1, 2004,
AMONG LIQUIDMETAL TECHNOLOGIES, INC.,
MIDDLEBURY CAPITAL LLC, AND
THE "INVESTORS" IDENTIFIED THEREIN
The undersigned hereby executes and delivers the Security Agreement to which
this Signature Page is attached, which, together with all counterparts of the
Security Agreement and Signature Pages of the Company, Agent, and other
"Investors" under the Security Agreement, shall constitute one and the same
document in accordance with the terms of the Security Agreement.
BEAR STEARNS F/B/O ROSEN CAPITAL LP M/P/P PLAN
/s/ Bruce Rosen
Bruce Rosen
Trustee
15
COUNTERPART SIGNATURE PAGE
TO SECURITY AGREEMENT
DATED MARCH 1, 2004,
AMONG LIQUIDMETAL TECHNOLOGIES, INC.,
MIDDLEBURY CAPITAL LLC, AND
THE "INVESTORS" IDENTIFIED THEREIN
The undersigned hereby executes and delivers the Security Agreement to which
this Signature Page is attached, which, together with all counterparts of the
Security Agreement and Signature Pages of the Company, Agent, and other
"Investors" under the Security Agreement, shall constitute one and the same
document in accordance with the terms of the Security Agreement.
CAYDAL, LLC
BY SAN ISABAL LIMITED, ITS MANAGING MEMBER
/s/ Kevin Daly
Kevin Daly
General Partner
16
COUNTERPART SIGNATURE PAGE
TO SECURITY AGREEMENT
DATED MARCH 1, 2004,
AMONG LIQUIDMETAL TECHNOLOGIES, INC.,
MIDDLEBURY CAPITAL LLC, AND
THE "INVESTORS" IDENTIFIED THEREIN
The undersigned hereby executes and delivers the Security Agreement to which
this Signature Page is attached, which, together with all counterparts of the
Security Agreement and Signature Pages of the Company, Agent, and other
"Investors" under the Security Agreement, shall constitute one and the same
document in accordance with the terms of the Security Agreement.
MARLIN FUND, LP
/s/ Michael W. Masters
Michael W. Masters
Managing Member of the General Partner
17
COUNTERPART SIGNATURE PAGE
TO SECURITY AGREEMENT
DATED MARCH 1, 2004,
AMONG LIQUIDMETAL TECHNOLOGIES, INC.,
MIDDLEBURY CAPITAL LLC, AND
THE "INVESTORS" IDENTIFIED THEREIN
The undersigned hereby executes and delivers the Security Agreement to which
this Signature Page is attached, which, together with all counterparts of the
Security Agreement and Signature Pages of the Company, Agent, and other
"Investors" under the Security Agreement, shall constitute one and the same
document in accordance with the terms of the Security Agreement.
MARLIN FUND II, LP
/s/ Michael W. Masters
Michael W. Masters
Managing Member of the General Partner
18
COUNTERPART SIGNATURE PAGE
TO SECURITY AGREEMENT
DATED MARCH 1, 2004,
AMONG LIQUIDMETAL TECHNOLOGIES, INC.,
MIDDLEBURY CAPITAL LLC, AND
THE "INVESTORS" IDENTIFIED THEREIN
The undersigned hereby executes and delivers the Security Agreement to which
this Signature Page is attached, which, together with all counterparts of the
Security Agreement and Signature Pages of the Company, Agent, and other
"Investors" under the Security Agreement, shall constitute one and the same
document in accordance with the terms of the Security Agreement.
MARLIN FUND OFFSHORE, LTD.
/s/ Michael W. Masters
Michael W. Masters
Managing Member of the Investment Manager
19
COUNTERPART SIGNATURE PAGE
TO SECURITY AGREEMENT
DATED MARCH 1, 2004,
AMONG LIQUIDMETAL TECHNOLOGIES, INC.,
MIDDLEBURY CAPITAL LLC, AND
THE "INVESTORS" IDENTIFIED THEREIN
The undersigned hereby executes and delivers the Security Agreement to which
this Signature Page is attached, which, together with all counterparts of the
Security Agreement and Signature Pages of the Company, Agent, and other
"Investors" under the Security Agreement, shall constitute one and the same
document in accordance with the terms of the Security Agreement.
PROFESSIONAL TRADERS FUND, LLC
/s/ Professional Traders Fund, LLC
20
COUNTERPART SIGNATURE PAGE
TO SECURITY AGREEMENT
DATED MARCH 1, 2004,
AMONG LIQUIDMETAL TECHNOLOGIES, INC.,
MIDDLEBURY CAPITAL LLC, AND
THE "INVESTORS" IDENTIFIED THEREIN
The undersigned hereby executes and delivers the Security Agreement to which
this Signature Page is attached, which, together with all counterparts of the
Security Agreement and Signature Pages of the Company, Agent, and other
"Investors" under the Security Agreement, shall constitute one and the same
document in accordance with the terms of the Security Agreement.
LARRY BOUTS
/s/ Larry Bouts
21
COUNTERPART SIGNATURE PAGE
TO SECURITY AGREEMENT
DATED MARCH 1, 2004,
AMONG LIQUIDMETAL TECHNOLOGIES, INC.,
MIDDLEBURY CAPITAL LLC, AND
THE "INVESTORS" IDENTIFIED THEREIN
The undersigned hereby executes and delivers the Security Agreement to which
this Signature Page is attached, which, together with all counterparts of the
Security Agreement and Signature Pages of the Company, Agent, and other
"Investors" under the Security Agreement, shall constitute one and the same
document in accordance with the terms of the Security Agreement.
REALLY COOL GROUP LTD.
/s/ Jonathan Segal
Jonathan Segal
Director
22
COUNTERPART SIGNATURE PAGE
TO SECURITY AGREEMENT
DATED MARCH 1, 2004,
AMONG LIQUIDMETAL TECHNOLOGIES, INC.,
MIDDLEBURY CAPITAL LLC, AND
THE "INVESTORS" IDENTIFIED THEREIN
The undersigned hereby executes and delivers the Security Agreement to which
this Signature Page is attached, which, together with all counterparts of the
Security Agreement and Signature Pages of the Company, Agent, and other
"Investors" under the Security Agreement, shall constitute one and the same
document in accordance with the terms of the Security Agreement.
MYRON NEUGEBOREN
/s/ Myron Neugeboren
23
COUNTERPART SIGNATURE PAGE
TO SECURITY AGREEMENT
DATED MARCH 1, 2004,
AMONG LIQUIDMETAL TECHNOLOGIES, INC.,
MIDDLEBURY CAPITAL LLC, AND
THE "INVESTORS" IDENTIFIED THEREIN
The undersigned hereby executes and delivers the Security Agreement to which
this Signature Page is attached, which, together with all counterparts of the
Security Agreement and Signature Pages of the Company, Agent, and other
"Investors" under the Security Agreement, shall constitute one and the same
document in accordance with the terms of the Security Agreement.
JONAS BRACHFELD
/s/ Jonas Brachfeld
24
COUNTERPART SIGNATURE PAGE
TO SECURITY AGREEMENT
DATED MARCH 1, 2004,
AMONG LIQUIDMETAL TECHNOLOGIES, INC.,
MIDDLEBURY CAPITAL LLC, AND
THE "INVESTORS" IDENTIFIED THEREIN
The undersigned hereby executes and delivers the Security Agreement to which
this Signature Page is attached, which, together with all counterparts of the
Security Agreement and Signature Pages of the Company, Agent, and other
"Investors" under the Security Agreement, shall constitute one and the same
document in accordance with the terms of the Security Agreement.
GREG OSBORN
/s/ Greg Osborn
25
COUNTERPART SIGNATURE PAGE
TO SECURITY AGREEMENT
DATED MARCH 1, 2004,
AMONG LIQUIDMETAL TECHNOLOGIES, INC.,
MIDDLEBURY CAPITAL LLC, AND
THE "INVESTORS" IDENTIFIED THEREIN
The undersigned hereby executes and delivers the Security Agreement to which
this Signature Page is attached, which, together with all counterparts of the
Security Agreement and Signature Pages of the Company, Agent, and other
"Investors" under the Security Agreement, shall constitute one and the same
document in accordance with the terms of the Security Agreement.
RICHARD MOLINSKY
/s/ Richard Molinsky
26
COUNTERPART SIGNATURE PAGE
TO SECURITY AGREEMENT
DATED MARCH 1, 2004,
AMONG LIQUIDMETAL TECHNOLOGIES, INC.,
MIDDLEBURY CAPITAL LLC, AND
THE "INVESTORS" IDENTIFIED THEREIN
The undersigned hereby executes and delivers the Security Agreement to which
this Signature Page is attached, which, together with all counterparts of the
Security Agreement and Signature Pages of the Company, Agent, and other
"Investors" under the Security Agreement, shall constitute one and the same
document in accordance with the terms of the Security Agreement.
VITO CAPOTORTO
/s/ Vito Capotorto
27
COUNTERPART SIGNATURE PAGE
TO SECURITY AGREEMENT
DATED MARCH 1, 2004,
AMONG LIQUIDMETAL TECHNOLOGIES, INC.,
MIDDLEBURY CAPITAL LLC, AND
THE "INVESTORS" IDENTIFIED THEREIN
The undersigned hereby executes and delivers the Security Agreement to which
this Signature Page is attached, which, together with all counterparts of the
Security Agreement and Signature Pages of the Company, Agent, and other
"Investors" under the Security Agreement, shall constitute one and the same
document in accordance with the terms of the Security Agreement.
RICHARD AND JOANNE KANE
/s/ Richard Kane
/s/ Joanne S. Kane
28
COUNTERPART SIGNATURE PAGE
TO SECURITY AGREEMENT
DATED MARCH 1, 2004,
AMONG LIQUIDMETAL TECHNOLOGIES, INC.,
MIDDLEBURY CAPITAL LLC, AND
THE "INVESTORS" IDENTIFIED THEREIN
The undersigned hereby executes and delivers the Security Agreement to which
this Signature Page is attached, which, together with all counterparts of the
Security Agreement and Signature Pages of the Company, Agent, and other
"Investors" under the Security Agreement, shall constitute one and the same
document in accordance with the terms of the Security Agreement.
PUGLISI CAPITAL PARTNERS
/s/ Jeffrey J. Puglisi
Jeffrey J. Puglisi
Managing Member of the General Partner, JJP Partners, LLC
29
COUNTERPART SIGNATURE PAGE
TO SECURITY AGREEMENT
DATED MARCH 1, 2004,
AMONG LIQUIDMETAL TECHNOLOGIES, INC.,
MIDDLEBURY CAPITAL LLC, AND
THE "INVESTORS" IDENTIFIED THEREIN
The undersigned hereby executes and delivers the Security Agreement to which
this Signature Page is attached, which, together with all counterparts of the
Security Agreement and Signature Pages of the Company, Agent, and other
"Investors" under the Security Agreement, shall constitute one and the same
document in accordance with the terms of the Security Agreement.
RICARDO A. SALAS
/s/ Ricardo A. Salas
30
COUNTERPART SIGNATURE PAGE
TO SECURITY AGREEMENT
DATED MARCH 1, 2004,
AMONG LIQUIDMETAL TECHNOLOGIES, INC.,
MIDDLEBURY CAPITAL LLC, AND
THE "INVESTORS" IDENTIFIED THEREIN
The undersigned hereby executes and delivers the Security Agreement to which
this Signature Page is attached, which, together with all counterparts of the
Security Agreement and Signature Pages of the Company, Agent, and other
"Investors" under the Security Agreement, shall constitute one and the same
document in accordance with the terms of the Security Agreement.
WRY LTD.
/s/ Jonathan Segal
Jonathan Segal
Director
31
COUNTERPART SIGNATURE PAGE
TO SECURITY AGREEMENT
DATED MARCH 1, 2004,
AMONG LIQUIDMETAL TECHNOLOGIES, INC.,
MIDDLEBURY CAPITAL LLC, AND
THE "INVESTORS" IDENTIFIED THEREIN
The undersigned hereby executes and delivers the Security Agreement to which
this Signature Page is attached, which, together with all counterparts of the
Security Agreement and Signature Pages of the Company, Agent, and other
"Investors" under the Security Agreement, shall constitute one and the same
document in accordance with the terms of the Security Agreement.
KEITH BARKSDALE
/s/ Keith Barksdale
32
COUNTERPART SIGNATURE PAGE
TO SECURITY AGREEMENT
DATED MARCH 1, 2004,
AMONG LIQUIDMETAL TECHNOLOGIES, INC.,
MIDDLEBURY CAPITAL LLC, AND
THE "INVESTORS" IDENTIFIED THEREIN
The undersigned hereby executes and delivers the Security Agreement to which
this Signature Page is attached, which, together with all counterparts of the
Security Agreement and Signature Pages of the Company, Agent, and other
"Investors" under the Security Agreement, shall constitute one and the same
document in accordance with the terms of the Security Agreement.
eIPO Co., Ltd.
/s/ Yangkwon Moon
Yangkwon Moon
Chief Executive Officer
33
COUNTERPART SIGNATURE PAGE
TO SECURITY AGREEMENT
DATED MARCH 1, 2004,
AMONG LIQUIDMETAL TECHNOLOGIES, INC.,
MIDDLEBURY CAPITAL LLC, AND
THE "INVESTORS" IDENTIFIED THEREIN
The undersigned hereby executes and delivers the Security Agreement to which
this Signature Page is attached, which, together with all counterparts of the
Security Agreement and Signature Pages of the Company, Agent, and other
"Investors" under the Security Agreement, shall constitute one and the same
document in accordance with the terms of the Security Agreement.
WINVEST VENTURE PARTNERS, INC.
/s/ Chang Ki Cho
Chang Ki Cho
President and CEO
34
COUNTERPART SIGNATURE PAGE
TO SECURITY AGREEMENT
DATED MARCH 1, 2004,
AMONG LIQUIDMETAL TECHNOLOGIES, INC.,
MIDDLEBURY CAPITAL LLC, AND
THE "INVESTORS" IDENTIFIED THEREIN
The undersigned hereby executes and delivers the Security Agreement to which
this Signature Page is attached, which, together with all counterparts of the
Security Agreement and Signature Pages of the Company, Agent, and other
"Investors" under the Security Agreement, shall constitute one and the same
document in accordance with the terms of the Security Agreement.
DONG WON KIM
/s/ Dong Won Kim
35
COUNTERPART SIGNATURE PAGE
TO SECURITY AGREEMENT
DATED MARCH 1, 2004,
AMONG LIQUIDMETAL TECHNOLOGIES, INC.,
MIDDLEBURY CAPITAL LLC, AND
THE "INVESTORS" IDENTIFIED THEREIN
The undersigned hereby executes and delivers the Security Agreement to which
this Signature Page is attached, which, together with all counterparts of the
Security Agreement and Signature Pages of the Company, Agent, and other
"Investors" under the Security Agreement, shall constitute one and the same
document in accordance with the terms of the Security Agreement.
SIMON SUK-JUN YOON
/s/ Simon Yoon
36
COUNTERPART SIGNATURE PAGE
TO SECURITY AGREEMENT
DATED MARCH 1, 2004,
AMONG LIQUIDMETAL TECHNOLOGIES, INC.,
MIDDLEBURY CAPITAL LLC, AND
THE "INVESTORS" IDENTIFIED THEREIN
The undersigned hereby executes and delivers the Security Agreement to which
this Signature Page is attached, which, together with all counterparts of the
Security Agreement and Signature Pages of the Company, Agent, and other
"Investors" under the Security Agreement, shall constitute one and the same
document in accordance with the terms of the Security Agreement.
MOONCHEOL YANG
/s/ Mooncheol Yang
37
SCHEDULE I TO SECURITY AGREEMENT
"MIDDLEBURY INVESTORS"
PRINCIPAL
AMOUNT OF
PURCHASER ADDRESS NOTES PURCHASE PRICE
- -------------------------------------- --------------------------- ------------- --------------
Jess Morgan & Co. 5750 Wilshire Blvd. $1,265,000.00 $1,265,000.00
Suite 590
Los Angeles, CA 90036-3697
Attn: Gary Levenstein
Prana 8491 Sunset Blvd. $ 250,000.00 $ 250,000.00
Suite 415
Los Angeles, CA 90069-1911
DKR Soundshore Oasis Holding Fund Ltd. 1281 East Main Street $ 950,000.00 $ 950,000.00
Stamford, CT 06902
Attn: Dan Saks
Rodd Friedman 93 Hillspoint Road $ 201,000.00 $ 201,000.00
Westport, CT 06880
Bear Stearns f/b/o Rosen Capital 1365 York Avenue $ 99,000.00 $ 99,000.00
LP M/P/P Plan and Bruce Rosen Apt. 34B
TTEE New York, NY 10021
Caydal, LLC Caydal, LLC $ 100,000.00 $ 100,000.00
410 Marion Street
Denver, CO 80218
Marlin Fund, LP 3060 Peachtree Road, NW $1,182,501.00 $1,182,501.00
Suite 1815
Atlanta, GA 30305
Marlin Fund II, LP 3060 Peachtree Road, NW $ 219,999.00 $ 219,999.00
Suite 1815
Atlanta, GA 30305
Marlin Fund Offshore, Ltd. c/o Bison Court $1,347,501.00 $1,347,501.00
Hemisphere Management (B.V.I.) P.O. Box 3460
Limited Road Town
Tortola
British Virgin Islands
Professional Traders Fund, LLC 990 Stewart Avenue $ 150,000.00 $ 150,000.00
Suite 420
Garden City, NY 11530
Larry Bouts 140 Delaware Lane $ 50,000.00 $ 50,000.00
Franklin Lakes, NJ 07417
Really Cool Group Ltd. The Metropole $ 200,000.00 $ 200,000.00
Roseville Street
St. Helier, Jersey, Channel
Islands, UK
38
"MICHIGAN INVESTORS"
PRINCIPAL
AMOUNT OF
PURCHASER ADDRESS NOTES PURCHASE PRICE
- ------------------ ---------------------------- -------------------- --------------------
eIPO Co., Ltd. Union Steel Building, 15F $1,000,000.00 (U.S.) $1,000,000.00 (U.S.)
890 Daechidong, Kangnamku
Seoul, Korea
Telephone: 82-2-555-9377
Facsimile: 82-2-554-7916
Attention: Jason Ahn
Winvest Venture Cambridge B/D 2F, 1461-15 $ 500,000.00 (U.S.) $ 500,000.00 (U.S.)
Partners Inc. Seochodong, Seochogu,
Seoul Korea 137-720
Telephone: 82-2-525-2129
Facsimile: 82-2-525-2130
Attention: Mr. Chang-Ki, Cho
101-205 Oksoo Apt. $ 500,000.00 (U.S.) $ 500,000.00 (U.S.)
Oksoodong, Seongdonggu,
Dong Won Kim Seoul, Korea
Telephone: 82-2-2298-9420
22957 Estoril Drive #1 $ 500,000.00 (U.S.) $ 500,000.00 (U.S.)
Simon Suk-Jun Yoon Diamond Bar, CA 91765
Telephone: 909-861-9489
Moon Cheol Yang 4-902 Asia Seonsoochon Apt. $ 500,000.00 (U.S.) $ 500,000.00 (U.S.)
Jamsildong, Songpagu,
Seoul, Korea
Telephone: 82-11-472-4580
39
EXHIBIT A
Collateral, EIN and Office Location
- ---------------------------------------------------------------
TITLE OF PATENT U.S. PATENT NUMBER
- ---------------------------------------------------------------
MATERIALS TRANSFORMABLE COATINGS 4,725,512
- ---------------------------------------------------------------
WC CONTAINING COATING 5,030,519
- ---------------------------------------------------------------
JOINING USING BULK ALLOYS 5 482 580
- ---------------------------------------------------------------
DIAMOND COMPOSITES OF BULK ALLOYS 5,567,532
- ---------------------------------------------------------------
COMPOSITES OF BULK ALLOY (METHOD) 5 567 251
- ---------------------------------------------------------------
COMPOSITES OF BULK ALLOY (ARTICLE) 5 866 254
- ---------------------------------------------------------------
TI-CONTAINING HARD-FACING COATING 5 695 825
- ---------------------------------------------------------------
DIE-CASTING OF BULK ALLOYS 5 711 363
- ---------------------------------------------------------------
TORSIONAL SPRING OF BULK ALLOYS 5 772 803
- ---------------------------------------------------------------
APPARATUS FOR HARD-FACING COATING 5 942 289
- ---------------------------------------------------------------
ZIRCONIA CONTAINING COATING 6,376,091
- ---------------------------------------------------------------
SHAPED-CHARGE PROJECTILES 6,446,558
- ---------------------------------------------------------------
VACUUM DIE-CASTING OF BULK ALLOYS 6,021,840
- ---------------------------------------------------------------
The office location for each of the above Patents is 25800 Commercentre Dr.,
Suite 100, Lake Forest, California 92630. Each of the above Patents is owned by
Liquidmetal Technologies, Inc., a Delaware corporation whose Federal Employer
Identification number is as follows: 20-0121262.
EXHIBIT B
SECURITY AGREEMENT
(PATENTS)
WHEREAS, LIQUIDMETAL TECHNOLOGIES, INC., a Delaware
corporation (herein referred to as "Borrower"), owns the letters patent, and/or
applications for letters patent, of the United States, more particularly
described on Schedule 1-A annexed hereto as part hereof (the "Patents");
WHEREAS, Borrower is obligated to MIDDLEBURY CAPITAL LLC, a
Delaware limited liability company, as agent (herein referred to as the "Secured
Party") for the Investors named in those certain Secured Convertible Notes dated
as of the date hereof issued by the Borrower (each such note, as amended,
modified or supplemented from time to time in accordance with its terms, shall
collectively be referred to as the "Note") and Borrower has entered into a
Security Agreement dated the date hereof (the "Agreement") in favor of Secured
Party; and
WHEREAS, pursuant to the Agreement, Borrower has assigned to
Secured Party, and granted to Secured Party a security interest in, all right,
title and interest of Borrower in and to the Patents, together with any reissue,
continuation, continuation-in-part or extension thereof, and all proceeds
thereof, including, without limitation, any and all causes of action which may
exist by reason of infringement thereof for the full term of the Patents (the
"Collateral"), to secure the prompt payment, performance and observance of the
Secured Obligations, as defined in the Agreement;
NOW, THEREFORE, for good and valuable consideration,
receipt of which is hereby acknowledged, Borrower does hereby
further assign unto Secured Party and grant to Secured Party a
security interest in, the Collateral to secure the prompt
payment, performance and observance of the Secured
Obligations.
Borrower does hereby further acknowledge and affirm
that the rights and remedies of Secured Party with respect to
the assignment of, security interest in the Collateral made
and granted hereby are more fully set forth in the Agreement,
the terms and provisions of which are hereby incorporated
herein by reference as if fully set forth herein.
Secured Party's address is 780 Third Avenue, Suite
2302, New York, NY 10017
IN WITNESS WHEREOF, Borrower has caused this
Agreement to be duly executed by its officer thereunto duly
authorized as of the 1st day of March 2004.
LIQUIDMETAL TECHNOLOGIES, INC.
By:______________________________
John Kang,
President and Chief Executive Officer