SECURITIES PURCHASE AGREEMENT LAURUS MASTER FUND, LTD. and MICRO COMPONENT TECHNOLOGY, INC. Dated: March 29, 2007Securities Purchase Agreement • April 2nd, 2007 • Micro Component Technology Inc • Instruments for meas & testing of electricity & elec signals • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of March 29, 2007, by and between MICRO COMPONENT TECHNOLOGY, INC., a Minnesota corporation (the “Company”), and LAURUS MASTER FUND, LTD., a Cayman Islands company (the “Purchaser”).
ContractMicro Component Technology Inc • April 2nd, 2007 • Instruments for meas & testing of electricity & elec signals • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO MICRO COMPONENT TECHNOLOGY, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
RESTRICTED ACCOUNT AGREEMENTRestricted Account Agreement • April 2nd, 2007 • Micro Component Technology Inc • Instruments for meas & testing of electricity & elec signals • New York
This Restricted Account Agreement (this “Agreement”) is entered into this 29th day of March 2007, by and among NORTH FORK BANK, a New York banking corporation with offices at 275 Broadhollow Road, Melville, New York 11747 (together with its successors and assigns, the “Bank”), MICRO COMPONENT TECHNOLOGY, INC., a Minnesota corporation with offices at 2340 West County Road C, St. Paul, MN 55113-2528 (together with its successors and assigns, the “Company”), and LAURUS MASTER FUND, LTD., a Cayman Islands corporation with offices at c/o M&C Corporate Services Limited, P.O. Box 309 GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands (together with its successors and assigns, “Laurus”). Unless otherwise defined herein, capitalized terms used herein shall have the meaning provided such terms in the Purchase Agreement referred to below.
AMENDMENTMicro Component Technology Inc • April 2nd, 2007 • Instruments for meas & testing of electricity & elec signals • New York
This AMENDMENT (this “Amendment”) is entered into by and between MICRO COMPONENT TECHNOLOGY, INC., a Minnesota corporation (the “Parent”), and LAURUS MASTER FUND, LTD., a Cayman Islands company (“Laurus”) as of March 29, 2007, for the purpose of amending the terms of (i) that certain Security and Purchase Agreement, dated as of February 17, 2006, by and among the Parent, such other subsidiaries of MCTI which hereafter become a party to such Security and Purchase Agreement (together with the Parent, collectively, each a “Company” and collectively, the “Companies”) and Laurus (as amended, restated, modified and/or supplemented from time to time, the ”Security and Purchase Agreement”), (ii) that certain Secured Non-Convertible Term Note, dated February 17, 2006 issued by the Parent to Laurus in the original principal amount of $5,250,000 (as amended, restated, modified and/or supplemented from time to time, the ”Term Note”), (iii) that certain 10% Senior Subordinated Convertible Note, dat
