ContractMicro Component Technology Inc • August 12th, 2008 • 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 (A) AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (B) AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.
ContractMicro Component Technology Inc • August 12th, 2008 • Instruments for meas & testing of electricity & elec signals • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (B) AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.
MASTER SECURITY AGREEMENTMaster Security Agreement • August 12th, 2008 • Micro Component Technology Inc • Instruments for meas & testing of electricity & elec signals
STOCK PLEDGE AGREEMENTStock Pledge Agreement • August 12th, 2008 • Micro Component Technology Inc • Instruments for meas & testing of electricity & elec signals • New York
This Stock Pledge Agreement (this “Agreement”), dated as of July 31, 2008 among LV ADMINISTRATIVE SERVICES INC., as administrative and collateral agent for the Creditor Parties (as defined below) (the “Pledgee”), MICRO COMPONENT TECHNOLOGY, INC., a Minnesota company (the “Company”), and each of the other undersigned parties (the Company and each such other undersigned party, a “Pledgor” and collectively, the “Pledgors”).
FUNDS ESCROW AGREEMENTFunds Escrow Agreement • August 12th, 2008 • Micro Component Technology Inc • Instruments for meas & testing of electricity & elec signals • New York
This Funds Escrow Agreement (this “Agreement”) is dated as of July 31, 2008 among MICRO COMPONENT TECHNOLOGY, INC., a Minnesota corporation (the “Company”), Valens U.S. SPV I, LLC and Valens Offshore SPV I, Ltd. (the “Purchasers”), and Loeb & Loeb LLP (the “Escrow Agent”).
ContractMicro Component Technology Inc • August 12th, 2008 • Instruments for meas & testing of electricity & elec signals
Reference is made to (i) that certain Securities Purchase Agreement, dated as of July 31, 2008 (as amended, modified or supplemented from time to time, the “Purchase Agreement”), by and between Micro Component Technology, Inc., a Minnesota corporation (the “Company”), the purchasers from time to time party thereto (collectively, the “Purchasers”) and LV Administrative Services, Inc. (the “Agent” and collectively with the Purchasers, the “Creditor Parties”) and (ii) that certain Restricted Account Agreement, dated as of July 31, 2008 (as amended, modified or supplemented from time to time, the “Restricted Account Agreement”), by and among the Company, Creditor Parties and Capital One, N.A. (the “Bank”). Capitalized terms used but not defined herein shall have the meanings ascribed them in the Purchase Agreement or the Restricted Account Agreement, as applicable.
RESTRICTED ACCOUNT AGREEMENTRestricted Account Agreement • August 12th, 2008 • Micro Component Technology Inc • Instruments for meas & testing of electricity & elec signals • New York
This Restricted Account Agreement (this “Agreement”) is entered into this 31st day of July 2008, by and among CAPITAL ONE, N.A., a National Association operating under the laws of the United States with offices at 404 5th Ave, NYC, New York 10018 (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, Minnesota 55113-2528 (together with its successors and assigns, the “Company”), and LV ADMINISTRATIVE SERVICES, INC., a Delaware corporation as administrative and collateral agent for each lender (“Lenders”) under the Securities Purchase Agreement dated as of July 31, 2008 by and among, LV, the lenders party thereto from time to time (collectively, with their respective successors and assigns, “LV”), and the Company (as amended, modified or supplemented from time to time, the “Purchase Agreement”. Unless otherwise defined herein, capitalized terms used herein shall have the meaning
SUBSIDIARY GUARANTYMicro Component Technology Inc • August 12th, 2008 • Instruments for meas & testing of electricity & elec signals
FOR VALUE RECEIVED, and in consideration of note purchases from, loans made or to be made or credit otherwise extended or to be extended by the Purchasers (as defined below) to or for the account of MICRO COMPONENT TECHNOLOGY, INC., a Minnesota corporation (the “Company”), from time to time and at any time and for other good and valuable consideration and to induce the Purchasers, in their discretion, to purchase such notes, make such loans or other extensions of credit and to make or grant such renewals, extensions, releases of collateral or relinquishments of legal rights as the Creditor Parties (as defined below) may deem advisable, each of the undersigned (and each of them if more than one, the liability under this Guaranty being joint and several) (jointly and severally referred to as “Guarantors” or “the undersigned”) unconditionally guaranties to the Creditor Parties, their successors, endorsees and assigns the prompt payment when due (whether by acceleration or otherwise) of al
STOCK OPTION AGREEMENTStock Option Agreement • August 12th, 2008 • Micro Component Technology Inc • Instruments for meas & testing of electricity & elec signals
Micro Component Technology, Inc.Micro Component Technology Inc • August 12th, 2008 • Instruments for meas & testing of electricity & elec signals
CONSULTING AGREEMENTConsulting Agreement • August 12th, 2008 • Micro Component Technology Inc • Instruments for meas & testing of electricity & elec signals • Minnesota
This CONSULTING AGREEMENT (this “Agreement”), dated as of May 8, 2008 is between Micro Component Technology, Inc., a Minnesota corporation (the “Company”), and LMWH Management Partners LLC, a California limited liability company (the “Consultant”).
STOCK OPTION AGREEMENTStock Option Agreement • August 12th, 2008 • Micro Component Technology Inc • Instruments for meas & testing of electricity & elec signals
MICRO COMPONENT TECHNOLOGY, INC CONSULTING AGREEMENTConsulting Agreement • August 12th, 2008 • Micro Component Technology Inc • Instruments for meas & testing of electricity & elec signals • Minnesota
THIS CONSULTING AGREEMENT (the “Agreement”) is made and entered into as of 4th of June, 2008 (“Effective Date”), between IT Carrier, Inc. (the “Consultant”) and Micro Component Technology, Inc. (the “Company”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 12th, 2008 • 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 July 31, 2008, among MICRO COMPONENT TECHNOLOGY, INC., a corporation organized under the laws of the State of Minnesota (“the Company”), the purchasers from time to time a party hereto (each a “Purchaser” and collectively, the “Purchasers”), LV Administrative Services, Inc., a Delaware corporation, as administrative and collateral agent for each Purchaser, (the “Agent” and together with the Purchasers, the “Creditor Parties”).
