EXHIBIT
NO. 10.2


 


EXECUTION VERSION


 


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.


 


Right to Purchase up to 150,000 Shares of Common Stock of

Micro Component Technology, Inc. 

(subject to adjustment as provided herein)


COMMON STOCK PURCHASE WARRANT


 


	
  No.

  	
                                     

  	
  Issue Date: January 28,
  2005

  



 


Micro Component Technology, Inc., a corporation organized under the
laws of the State of Minnesota, hereby certifies that, for value received,
LAURUS MASTER FUND, LTD., or assigns (the “Holder”), is entitled, subject to
the terms set forth below, to purchase from the Company (as defined herein)
from and after the Issue Date of this Warrant and at any time or from time to
time before 5:00 p.m., New York time, through the close of business January 28,
2012 (the “Expiration Date”), up to 150,000 fully paid and nonassessable shares
of Common Stock (as hereinafter defined), $0.01 par value per share, at the
applicable Exercise Price per share (as defined below).  The number and character of such shares of
Common Stock and the applicable Exercise Price per share are subject to
adjustment as provided herein.


 


As used herein the following terms, unless the context otherwise
requires, have the following respective meanings:


 


(a)                                  The
term “Company” shall include Micro Component Technology, Inc. (the “Company”)
and any corporation which shall succeed, or assume the obligations of, the
Company hereunder.


 


(b)                                 The
term “Common Stock” includes (i) the Company’s Common Stock, par value $0.01
per share; and (ii) any other securities into which or for which any of the
securities described in (a) may be converted or exchanged pursuant to a plan of
recapitalization, reorganization, merger, sale of assets or otherwise.


 


(c)                                  The
term “Other Securities” refers to any stock (other than Common Stock) and other
securities of the Company or any other person (corporate or otherwise) which
the holder of the Warrant at any time shall be entitled to receive, or shall
have 


 





















 


received, on the exercise of the Warrant, in
lieu of or in addition to Common Stock, or which at any time shall be issuable
or shall have been issued in exchange for or in replacement of Common Stock or
Other Securities pursuant to Section 4 or otherwise.


 


(d)                                 The
“Exercise Price” applicable under this Warrant shall be equal to $0.67.


 


(e)                                  The
term “Fixed Conversion Price” shall have the same meaning as set forth in that
certain Security Agreement dated as of March 5, 2004 by and between the
Company and the Holder, as amended, modified or supplemented from time to time.


 





















 


Exercise of Warrant.


 


Number of Shares Issuable upon Exercise.  From and after the date hereof
through and including the Expiration Date, the Holder shall be entitled to
receive, upon exercise of this Warrant in whole or in part, by delivery of an
original or fax copy of an exercise notice in the form attached hereto as
Exhibit A (the “Exercise Notice”), shares of Common Stock of the Company,
subject to adjustment pursuant to Section 4.


 


Fair Market Value.  For purposes hereof, the “Fair Market Value”
of a share of Common Stock as of a particular date (the “Determination Date”)
shall mean:


 


If the Company’s Common Stock is
traded on the American Stock Exchange or 
another national exchange or is quoted on the National or SmallCap
Market of The Nasdaq Stock Market, Inc. (“Nasdaq”), then the closing or last
sale price, respectively, reported for the last business day immediately
preceding the Determination Date.


 


If the Company’s Common Stock is not traded on the American Stock Exchange
or another national exchange or on the Nasdaq but is traded on the NASD OTC
Bulletin Board, then the mean of the average of the closing bid and asked
prices reported for the last business day immediately preceding the
Determination Date.


 


Except as provided in clause (d)
below, if the Company’s Common Stock is not publicly traded, then as the Holder
and the Company agree or in the absence of agreement by arbitration in
accordance with the rules then in effect of the American Arbitration
Association, before a single arbitrator to be chosen from a panel of persons
qualified by education and training to pass on the matter to be decided.


 


If the Determination Date is the
date of a liquidation, dissolution or winding up, or any event deemed to be a
liquidation, dissolution or winding up pursuant to the Company’s charter, then
all amounts to be payable per share to holders of the Common Stock pursuant to
the charter in the event of such liquidation, dissolution or winding up, plus
all other amounts to be payable per share in respect of the Common Stock in
liquidation under the charter, assuming for the purposes of this clause (d)
that all of the shares of Common Stock then issuable upon exercise of the
Warrant are outstanding at the Determination Date.


 


Company Acknowledgment.  The Company will, at the time
of the exercise of the Warrant, upon the request of the holder hereof
acknowledge in writing its continuing obligation to afford to such holder any
rights to which such holder shall continue to be entitled after such exercise
in accordance with the provisions of this Warrant. If the holder shall fail to
make any such request, such failure shall not affect the continuing obligation
of the Company to afford to such holder any such rights.


 


Trustee for Warrant Holders.  In the event that a bank or
trust company shall have been appointed as trustee for the holders of the
Warrant pursuant to Subsection 3.2, such bank or trust company shall have
all the powers and duties of a warrant agent (as hereinafter described) and
shall accept, in its own name for the account of the Company or such successor
person as may be entitled thereto, all amounts otherwise payable to the Company
or such successor, as the case may be, on exercise of this Warrant pursuant to
this Section 1.


 


Procedure for Exercise.


 


Delivery of Stock Certificates, Etc., on Exercise.  The Company agrees that the
shares of Common Stock purchased upon exercise of this Warrant shall be deemed
to be issued to the Holder as the record owner of such shares as of the close
of business on the date on which this Warrant shall have been surrendered and
payment made for such shares in accordance herewith.  As soon as practicable after the exercise of
this Warrant in full or in part, and in any event within three (3) business
days thereafter, the Company at its expense (including the payment by it of any
applicable issue taxes) will cause to be issued in the name of and delivered to
the Holder, or as such Holder (upon payment by such Holder of any applicable
transfer taxes) may direct in compliance with applicable securities laws, a
certificate or certificates for the number of duly and validly issued, fully
paid and nonassessable shares of Common Stock (or Other Securities) to which
such Holder shall be entitled on such exercise, plus, in lieu of any fractional
share to which such holder would otherwise be entitled, cash equal to such
fraction multiplied by the then Fair Market Value of one full share, together
with any other stock or other securities and property (including cash, where
applicable) to which such Holder is entitled upon such exercise pursuant to Section 1
or otherwise.


 





















 


Exercise. 
Payment may be made either (i) in cash or by certified or official bank
check payable to the order of the Company equal to the applicable aggregate
Exercise Price, (ii) by delivery of the Warrant, or shares of Common Stock
and/or Common Stock receivable upon exercise of the Warrant in accordance with Section (b)
below, or (iii) by a combination of any of the foregoing methods, for the
number of Common Shares specified in such Exercise Notice (as such exercise
number shall be adjusted to reflect any adjustment in the total number of
shares of Common Stock issuable to the Holder per the terms of this Warrant)
and the Holder shall thereupon be entitled to receive the number of duly
authorized, validly issued, fully-paid and non-assessable shares of Common
Stock (or Other Securities) determined as provided herein.


 


Effect of Reorganization, Etc.;
Adjustment of Exercise Price.


 


Reorganization, Consolidation, Merger, Etc.  In case at any time or from
time to time, the Company shall (a) effect a reorganization, (b) consolidate
with or merge into any other person, or (c) transfer all or substantially all
of its properties or assets to any other person under any plan or arrangement
contemplating the dissolution of the Company, then, in each such case, as a
condition to the consummation of such a transaction, proper and adequate
provision shall be made by the Company whereby the Holder of this Warrant, on
the exercise hereof as provided in Section 1 at any time after the
consummation of such reorganization, consolidation or merger or the effective
date of such dissolution, as the case may be, shall receive, in lieu of the
Common Stock (or Other Securities) issuable on such exercise prior to such
consummation or such effective date, the stock and other securities and
property (including cash) to which such Holder would have been entitled upon
such consummation or in connection with such dissolution, as the case may be,
if such Holder had so exercised this Warrant, immediately prior thereto, all
subject to further adjustment thereafter as provided in Section 4.


 


Dissolution.  In the event of any dissolution of the
Company following the transfer of all or substantially all of its properties or
assets, the Company, concurrently with any distributions made to holders of its
Common Stock, shall at its expense deliver or cause to be delivered to the
Holder the stock and other securities and property (including cash, where
applicable) receivable by the Holder of the Warrant pursuant to Section 3.1,
or, if the Holder shall so instruct the Company, to a bank or trust company
specified by the Holder and having its principal office in New York, NY as
trustee for the Holder of the Warrant.


 


Continuation of Terms.  Upon any reorganization,
consolidation, merger or transfer (and any dissolution following any transfer)
referred to in this Section 3, this Warrant shall continue in full force
and effect and the terms hereof shall be applicable to the shares of stock and
other securities and property receivable on the exercise of this Warrant after
the consummation of such reorganization, consolidation or merger or the
effective date of dissolution following any such transfer, as the case may be,
and shall be binding upon the issuer of any such stock or other securities,
including, in the case of any such transfer, the person acquiring all or
substantially all of the properties or assets of the Company, whether or not such
person shall have expressly assumed the terms of this Warrant as provided in Section 4.  In the event this Warrant does not continue
in full force and effect after the consummation of the transactions described
in this Section 3, then the Company’s securities and property (including
cash, where applicable) receivable by the Holders of the Warrant will be
delivered to Holder or the Trustee as contemplated by Section 3.2.


 


Extraordinary
Events Regarding Common Stock.  In the event that the Company shall (a) issue
additional shares of the Common Stock as a dividend or other distribution on
outstanding Common Stock, (b) subdivide its outstanding shares of Common Stock,
or (c) combine its outstanding shares of the Common Stock into a smaller number
of shares of the Common Stock, then, in each such event, the Exercise Price
shall, simultaneously with the happening of such event, be adjusted by
multiplying the then Exercise Price by a fraction, the numerator of which shall
be the number of shares of Common Stock outstanding 


 





















 


immediately
prior to such event and the denominator of which shall be the number of shares
of Common Stock outstanding immediately after such event, and the product so
obtained shall thereafter be the Exercise Price then in effect. The Exercise
Price, as so adjusted, shall be readjusted in the same manner upon the
happening of any successive event or events described herein in this Section 4.  The number of shares of Common Stock that the
holder of this Warrant shall thereafter, on the exercise hereof as provided in Section 1,
be entitled to receive shall be increased to a number determined by multiplying
the number of shares of Common Stock that would otherwise (but for the
provisions of this Section 4) be issuable on such exercise by a fraction
of which (a) the numerator is the Exercise Price that would otherwise (but for
the provisions of this Section 4) be in effect, and (b) the denominator is
the Exercise Price in effect on the date of such exercise.


 


Certificate
as to Adjustments.  In each case of any adjustment or
readjustment in the shares of Common Stock (or Other Securities) issuable on
the exercise of the Warrant, the Company at its expense will promptly cause its
Chief Financial Officer or other appropriate designee to compute such
adjustment or readjustment in accordance with the terms of the Warrant and
prepare a certificate setting forth such adjustment or readjustment and showing
in detail the facts upon which such adjustment or readjustment is based,
including a statement of (a) the consideration received or receivable by the
Company for any additional shares of Common Stock (or Other Securities) issued
or sold or deemed to have been issued or sold, (b) the number of shares of
Common Stock (or Other Securities) outstanding or deemed to be outstanding, and
(c) the Exercise Price and the number of shares of Common Stock to be received
upon exercise of this Warrant, in effect immediately prior to such adjustment
or readjustment and as adjusted or readjusted as provided in this Warrant.  The Company will forthwith mail a copy of
each such certificate to the holder of the Warrant and any Warrant agent of the
Company (appointed pursuant to Section 11 hereof).


 


Reservation
of Stock, Etc., Issuable on Exercise of Warrant.  The Company will at all times
reserve and keep available, solely for issuance and delivery on the exercise of
the Warrant, shares of Common Stock (or Other Securities) from time to time
issuable on the exercise of the Warrant.


 


Assignment;
Exchange of Warrant.  Subject to compliance with applicable
securities laws, this Warrant, and the rights evidenced hereby, may be
transferred by any registered holder hereof (a “Transferor”) in whole or in
part.  On the surrender for exchange of
this Warrant, with the Transferor’s endorsement in the form of Exhibit B
attached hereto (the “Transferor Endorsement Form”) and together with evidence
reasonably satisfactory to the Company demonstrating compliance with applicable
securities laws, which shall include, without limitation, a legal opinion from
the Transferor’s counsel that such transfer is exempt from the registration
requirements of applicable securities laws, the Company at its expense but with
payment by the Transferor of any applicable transfer taxes) will issue and
deliver to or on the order of the Transferor thereof a new Warrant of like
tenor, in the name of the Transferor and/or the transferee(s) specified in such
Transferor Endorsement Form (each a “Transferee”), calling in the aggregate on
the face or faces thereof for the number of shares of Common Stock called for
on the face or faces of the Warrant so surrendered by the Transferor.


 


Replacement
of Warrant. 
On receipt of evidence reasonably satisfactory to the Company of the
loss, theft, destruction or mutilation of this Warrant and, in the case of any
such loss, theft or destruction of this Warrant, on delivery of an indemnity
agreement or security reasonably satisfactory in form and amount to the Company
or, in the case of any such mutilation, on surrender and cancellation of this
Warrant, the Company at its expense will execute and deliver, in lieu thereof,
a new Warrant of like tenor.


 


Registration
Rights. 
The Holder of this Warrant has been granted certain registration rights
by the Company.  These registration rights
are set forth in a Registration Rights Agreement entered into by the Company
and Purchaser dated as of even date of this Warrant.


 


Maximum
Exercise. 
The Holder shall not be entitled to exercise this Warrant on an exercise
date, in connection with that number of shares of Common Stock which would be
in excess of the sum of (i) the number of shares of Common Stock beneficially
owned by the Holder and its affiliates on an exercise date, and (ii) the number
of shares of Common Stock issuable upon the exercise of this Warrant with
respect to which the determination of this proviso is being made on an exercise
date, which would result 


 





















 


in
beneficial ownership by the Holder and its affiliates of more than 4.99% of the
outstanding shares of Common Stock of the Company on such date.  For the purposes of the proviso to the
immediately preceding sentence, beneficial ownership shall be determined in
accordance with Section 13(d) of the Securities Exchange Act of 1934, as
amended, and Regulation 13d-3 thereunder. 
Notwithstanding the foregoing, the restriction described in this
paragraph may be revoked upon 75 days prior notice from the Holder to the
Company and is automatically null and void upon an Event of Default under the
Note.


 


Warrant
Agent. 
The Company may, by written notice to the each Holder of the Warrant,
appoint an agent for the purpose of issuing Common Stock (or Other Securities)
on the exercise of this Warrant pursuant to Section 1, exchanging this
Warrant pursuant to Section 7, and replacing this Warrant pursuant to Section 8,
or any of the foregoing, and thereafter any such issuance, exchange or
replacement, as the case may be, shall be made at such office by such agent.


 


Transfer
on the Company’s Books.  Until this Warrant is transferred on the books
of the Company, the Company may treat the registered holder hereof as the
absolute owner hereof for all purposes, notwithstanding any notice to the
contrary.


 


Notices,
Etc.  All notices
and other communications from the Company to the Holder of this Warrant shall
be mailed by first class registered or certified mail, postage prepaid, at such
address as may have been furnished to the Company in writing by such Holder or,
until any such Holder furnishes to the Company an address, then to, and at the
address of, the last Holder of this Warrant who has so furnished an address to
the Company.


 


Miscellaneous.  This Warrant and any term
hereof may be changed, waived, discharged or terminated only by an instrument
in writing signed by the party against which enforcement of such change,
waiver, discharge or termination is sought. This Warrant shall be governed by
and construed in accordance with the laws of State of New York without regard
to principles of conflicts of laws.  Any
action brought concerning the transactions contemplated by this Warrant shall
be brought only in the state courts of New York or in the federal courts
located in the state of New York; provided, however, that the Holder may choose
to waive this provision and bring an action outside the state of New York.  The individuals executing this Warrant on
behalf of the Company agree to submit to the jurisdiction of such courts and
waive trial by jury.  The prevailing party
shall be entitled to recover from the other party its reasonable attorney’s
fees and costs.  In the event that any
provision of this Warrant is invalid or unenforceable under any applicable
statute or rule of law, then such provision shall be deemed inoperative to the
extent that it may conflict therewith and shall be deemed modified to conform
with such statute or rule of law.  Any
such provision which may prove invalid or unenforceable under any law shall not
affect the validity or enforceability of any other provision of this Warrant.  The headings in this Warrant are for purposes
of reference only, and shall not limit or otherwise affect any of the terms
hereof.  The invalidity or
unenforceability of any provision hereof shall in no way affect the validity or
enforceability of any other provision. 
The Company acknowledges that legal counsel participated in the
preparation of this Warrant and, therefore, stipulates that the rule of
construction that ambiguities are to be resolved against the drafting party
shall not be applied in the interpretation of this Warrant to favor any party
against the other party.


 


[BALANCE OF PAGE INTENTIONALLY LEFT BLANK;

SIGNATURE PAGE FOLLOWS.]


 





















 


IN WITNESS WHEREOF, the Company has executed this Warrant as of the
date first written above. 


 


	
   

  	
   

  	
  MICRO COMPONENT TECHNOLOGY,

  INC.

  
	
   

  	
   

  	
   

  
	
  WITNESS:

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   /s/ Thomas P. Maun

  	
   

  
	
  /s/  Diane Larson

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   VP of Finance / Operations / CFO

  	
   

  
						



 





















 


EXHIBIT A


 


FORM OF SUBSCRIPTION

(To Be Signed Only On Exercise Of Warrant)


 


To:                              MICRO
COMPONENT TECHNOLOGY, INC.


 


Attention:                                         Chief
Financial Officer


 


The undersigned, pursuant to the provisions set forth in the attached
Warrant (No.       ), hereby irrevocably
elects to purchase (check applicable box):


 


	
  o

  	
   

  	
                  
  shares of the Common Stock covered by such Warrant; or

  
	
   

  	
   

  	
   

  
	
  o

  	
   

  	
  the maximum number of shares of Common Stock covered by such Warrant
  pursuant to the cashless exercise procedure set forth in Section 2.

  



 


The undersigned herewith makes payment of the full Exercise Price for
such shares at the price per share provided for in such Warrant, which is $                 .  Such payment takes the form of (check
applicable box or boxes):


 


	
  o

  	
   

  	
  $                in lawful money of the United States; and/or

  
	
   

  	
   

  	
   

  
	
  o

  	
   

  	
  the cancellation of such portion of the attached Warrant as is
  exercisable for a total of              shares
  of Common Stock (using a Fair Market Value of
  $                per share for purposes of this calculation); and/or

  
	
   

  	
   

  	
   

  
	
  o

  	
   

  	
  the cancellation of such number of shares of Common Stock as is
  necessary, in accordance with the formula set forth in Section 2.2, to
  exercise this Warrant with respect to the maximum number of shares of Common
  Stock purchasable pursuant to the cashless exercise procedure set forth in Section 2.

  



 


The undersigned requests that the certificates for such shares be issued
in the name of, and delivered to                                                                               
whose address is                                                                                            .


 


The undersigned represents and warrants that all offers and sales by
the undersigned of the securities issuable upon exercise of the within Warrant
shall be made pursuant to registration of the Common Stock under the Securities
Act of 1933, as amended (the “Securities Act”) or pursuant to an exemption from
registration under the Securities Act.


 


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   (Signature must conform to name of holder as

   specified on the face of the Warrant)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   Address:

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


A-1





















 


EXHIBIT B


 


FORM OF TRANSFEROR ENDORSEMENT

(To Be Signed Only On Transfer Of Warrant)


 


For value received, the undersigned hereby sells, assigns, and
transfers unto the person(s) named below under the heading “Transferees” the
right represented by the within Warrant to purchase the percentage and number
of shares of Common Stock of  MICRO
COMPONENT TECHNOLOGY, INC. (the “Company”) to which the within Warrant relates
specified under the headings “Percentage Transferred” and “Number Transferred,”
respectively, opposite the name(s) of such person(s) and appoints each such
person Attorney to transfer its respective right on the books of the Company
with full power of substitution in the premises.


 


	
  Transferees

  	
   

  	
  Address

  	
   

  	
  Percentage

  Transferred

  	
   

  	
  Number

  Transferred

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   (Signature must conform to name of holder as

   specified on the face of the Warrant)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   Address:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   SIGNED IN THE PRESENCE OF:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Name)

  
	
  ACCEPTED AND AGREED:

  	
   

  
	
  [TRANSFEREE]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Name)

  	
   

  	
   

  
						



 


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