## **EXHIBIT10.11**

##  

**THISNOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, ORANY STATE SECURITIES LAWS.  THIS NOTE MAY NOTBE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) ANEFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANYAPPLICABLE STATE SECURITIES LAWS OR (B) AN EXEMPTION FROM SUCHREGISTRATION REQUIREMENTS.**

** **

**THISNOTE IS REGISTERED WITH THE AGENT PURSUANT TO SECTION 11.4(B) OF THEPURCHASE AGREEMENT (AS DEFINED BELOW). TRANSFER OF ALL OR ANY PORTION OF THIS NOTE IS PERMITTED SUBJECT TO THEPROVISIONS SET FORTH IN SUCH SECTION 11.4(B) WHICH REQUIRE, AMONGOTHER THINGS, THAT NO TRANSFER IS EFFECTIVE UNTIL THE TRANSFEREE IS REFLECTEDAS SUCH ON THE REGISTRY MAINTAINED WITH THE AGENT PURSUANT TO SUCH SECTION 11.4(B).**

** **

**SECURED TERM NOTE**

** **

FORVALUE RECEIVED, MICRO COMPONENT TECHNOLOGY, INC., a Minnesota corporation (the “**Company**”) hereby promises to pay to VALENS U.S. SPV I, LLC(the “**Holder**”) or its registered assigns orsuccessors in interest, the sum of Five Hundred Twenty Five Thousand Dollars($525,000.00), together with any accrued and unpaid interest hereon, on November 30,2008 (the “**Initial****MaturityDate**”), subject to extension pursuant to Section 3.13 hereof(the Initial Maturity Date as extended hereunder, the “Maturity Date”), if notsooner indefeasibly paid in full.

 

Capitalizedterms used herein without definition shall have the meanings ascribed to suchterms in that certain Securities Purchase Agreement dated as of the date hereof(as amended, restated, modified and/or supplemented from time to time, the “**Purchase Agreement**”) among the Company, the Holder, eachother Purchaser and LV Administrative Services, Inc., as administrativeand collateral agent for the Purchasers (the “**Agent**”together with the Purchasers, collectively, the “**CreditorParties**”).

 

Theaggregate Principal Amount of this Secured Term Note, together with thePrincipal Amount (as defined in the applicable Note) of each other Note (asdefined in the Purchase Agreement) that is deposited in the Restricted Account(as defined in the Restricted Account Agreement referred to in the PurchaseAgreement) on the date of the issuance of this Secured Term Note is$2,303,500.00.

 

Thefollowing terms shall apply to this Secured Term Note (this “**Note**”):

 

1

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#  

# CONTRACT RATE AND AMORTIZATION

#  

## Contract Rate. Subject to Sections 2.2 and 3.9, interest payable on the outstandingprincipal amount of this Note (the “**Principal Amount**”)shall accrue at a rate per annum equal twelve percent (12%) (the “**Contract Rate**”). Interest shall be (i) calculated on the basis of a 360 day year,and (ii) payable monthly, in arrears, commencing on September 1,2008, on the first business day of each consecutive calendar month thereafterthrough and including the Maturity Date, and on the Maturity Date, whether byacceleration or otherwise.

##  

## Contract Rate Payments. The Contract Rate shall be calculated on the last business day of eachcalendar month hereafter (other than for increases or decreases in the PrimeRate which shall be calculated and become effective in accordance with theterms of Section 1.1) until the Maturity Date and shall be subject toadjustment as set forth herein.

##  

## Principal Payments. The outstanding Principal Amount together with any accrued and unpaidinterest and any and all other unpaid amounts which are then owing by theCompany to the Holder under this Note, the Purchase Agreement and/or any otherRelated Agreement shall be due and payable on the Maturity Date.

##  

## Optional Redemption. The Company may prepay this Note at any time, in whole or in part,without penalty or premium.  If withinsix (6) months of the date of issue of this Note, the Company prepays infull the Principal Amount outstanding at such time together with accrued butunpaid interest thereon and any and all other sums due, accrued or payable tothe Holder arising under this Note, the Purchase Agreement or any other RelatedAgreement (collectively, the “**Redemption Amount**”),upon receipt in full of the Redemption Amount in good funds, the Holder willrebate to Company fifty percent (50%) of any fees it received from the Companyon the date of issue of this Note.  TheCompany shall deliver to the Holder a written notice of redemption (the “**Notice of Redemption**”) specifying the date for such OptionalRedemption (the “**Redemption Payment Date**”), whichdate shall be within ten (10) business days of the date of the Notice ofRedemption (the “**Redemption Period**”).  On the Redemption Payment Date, theRedemption Amount must be paid in good funds to the Holder.  In the event the Company fails to pay theRedemption Amount on the Redemption Payment Date as set forth herein, then suchRedemption Notice will be null and void. If any Notes issued pursuant to the Purchase Agreement, in addition tothis Note, are outstanding (collectively, the “**OutstandingNotes**”) and the Company pursuant to this Section 1.4 elects tomake an Optional Redemption, then the Company shall take the same action withrespect to all Outstanding Notes and make such payments to all holders ofOutstanding Notes on a pro rata basis based upon the Redemption Amount of eachOutstanding Note.

##  

# EVENTS OF DEFAULT

#  

## Events of Default. The occurrence of any of the following events set forth in this Section 2.1shall constitute an event of default (“**Event of Default**”)hereunder:

##  

### **Failure to Pay**. The Company fails to pay when due any installment of principal, interestor other fees hereon in accordance herewith, or the Company fails to pay any ofthe other Obligations (under and as defined in the Master Security Agreement)when due, and, in any such case, such failure shall continue for a period ofthree (3) days following the date upon which any such payment was due;

 

2

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### **Breach of Covenant**. The Company or any of its Subsidiaries breaches any covenant or anyother term or condition of this Note in any material respect and such breach,if subject to cure, continues for a period of fifteen (15) days after theoccurrence thereof.

### ** **

### **Breach ofRepresentations and Warranties**.  Anyrepresentation, warranty or statement made or furnished by the Company or anyof its Subsidiaries in this Note, the Purchase Agreement or any other RelatedAgreement shall at any time be false or misleading in any material respect onthe date as of which made or deemed made.

### ** **

### **Default UnderOther Agreements**.  The occurrence of any default (or similarterm) in the observance or performance of any other agreement or conditionrelating to any indebtedness or contingent obligation of the Company or any ofits Subsidiaries (including, without limitation, the Subordinated Debt (asdefined below)) beyond the period of grace (if any), the effect of whichdefault is to cause, or permit the holder or holders of such indebtedness orbeneficiary or beneficiaries of such contingent obligation to cause, suchindebtedness to become due prior to its stated maturity or such contingentobligation to become payable;

### ** **

### **Material Adverse Effect**. Any change or the occurrence of any event which could reasonably beexpected to have a Material Adverse Effect;

### ** **

### **Bankruptcy**. The Company or any of its Subsidiaries shall (i) apply for, consentto or suffer to exist the appointment of, or the taking of possession by, areceiver, custodian, trustee or liquidator of itself or of all or a substantialpart of its property, (ii) make a general assignment for the benefit ofcreditors, (iii) commence a voluntary case under the federal bankruptcylaws (as now or hereafter in effect), (iv) be adjudicated a bankrupt orinsolvent, (v) file a petition seeking to take advantage of any other lawproviding for the relief of debtors, (vi) acquiesce to, without challengewithin ten (10) days of the filing thereof, or failure to have dismissed,within thirty (30) days, any petition filed against it in any involuntary caseunder such bankruptcy laws, or (vii) take any action for the purpose ofeffecting any of the foregoing;

### ** **

### **Judgments**. Attachments or levies in excess of $50,000 in the aggregate are madeupon the Company or any of its Subsidiary’s assets or a judgment is renderedagainst the Company’s property involving a liability of more than $50,000 whichshall not have been vacated, discharged, stayed or bonded within thirty (30)days from the entry thereof;

### ** **

### **Insolvency**. The Company or any of its Subsidiaries shall admit in writing itsinability, or be generally unable, to pay its debts as they become due or ceaseoperations of its present business;

### ** **

### **Change of Control**. A Change of Control (as defined below) shall occur with respect to theCompany, unless Holder shall have expressly consented to such Change of Controlin writing.  A “Change of Control” shallmean any event or circumstance as a result of which (i) any “Person” or “group”(as such terms are defined in Sections 13(d) and 14(d) of theExchange Act, as in effect on the date hereof), other than the Holder, is orbecomes the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5under the Exchange Act), directly or indirectly, of 35% or more on a fullydiluted basis of the then outstanding voting equity interest of the Company(other than a “Person” or “group” that beneficially owns 35% or more of suchoutstanding voting equity interests of the Company on the date hereof), (ii) theBoard of Directors of the Company shall cease to consist of a majority of theCompany’s board of directors on the date hereof (or directors appointed by amajority 

 

3

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### **of the board ofdirectors in effect immediately prior to such appointment) or (iii) theCompany or any of its Subsidiaries merges or consolidates with, or sells all orsubstantially all of its assets to, any other person or entity;**

### ** **

### **Indictment;Proceedings**.  The indictment or threatened indictment ofthe Company or any of its Subsidiaries or any executive officer of the Companyor any of its Subsidiaries under any criminal statute, or commencement orthreatened commencement of criminal or civil proceeding against the Company orany of its Subsidiaries or any executive officer of the Company or any of itsSubsidiaries pursuant to which statute or proceeding penalties or remediessought or available include forfeiture of any of the property of the Company orany of its Subsidiaries;

### ** **

### **The PurchaseAgreement and Related Agreements**.  (i) AnEvent of Default shall occur under and as defined in the Purchase Agreement orany other Related Agreement, (ii) the Company or any of its Subsidiariesshall breach any term or provision of the Purchase Agreement or any otherRelated Agreement in any material respect and such breach, if capable of cure,continues unremedied for a period of fifteen (15) days after the occurrencethereof, (iii) the Company or any of its Subsidiaries attempts toterminate, challenges the validity of, or its liability under, the PurchaseAgreement or any Related Agreement, (iv) any proceeding shall be broughtto challenge the validity, binding effect of the Purchase Agreement or anyRelated Agreement or (v) the Purchase Agreement or any Related Agreementceases to be a valid, binding and enforceable obligation of the Company or anyof its Subsidiaries (to the extent such persons or entities are a partythereto);

### ** **

### **Stop Trade**. An SEC stop trade order or Principal Market trading suspension of theCommon Stock shall be in effect for five (5) consecutive days or five (5) daysduring a period of ten (10) consecutive days, excluding in all cases asuspension of all trading on a Principal Market, provided that the Companyshall not have been able to cure such trading suspension within thirty (30)days of the notice thereof or list the Common Stock on another Principal Marketwithin sixty (60) days of such notice; or

### ** **

### **Failure to DeliverReplacement Note**.  The Company is required to issue areplacement Note to the Holder and the Company shall fail to deliver suchreplacement Note within seven (7) business days; or

### ** **

## Default Interest. Following the occurrence and during the continuance of an Event ofDefault, the Company shall pay additional interest on the outstanding principalbalance of this Note in an amount equal to two percent (2%) per month, and alloutstanding obligations under this Note, the Purchase Agreement and each otherRelated Agreement, including unpaid interest, shall continue to accrue interestat such additional interest rate from the date of such Event of Default untilthe date such Event of Default is cured or waived.

##  

## Default Payment. Following the occurrence and during the continuance of an Event of Default,the Agent may demand repayment in full of all obligations and liabilities owingby the Company to the Holder under this Note, the Purchase Agreement and/or anyother Related Agreement and/or may elect, in addition to all rights andremedies of the Agent under the Purchase Agreement and the other RelatedAgreements and all obligations and liabilities of the Company under thePurchase Agreement and the other Related Agreements, to require the Company tomake a Default Payment (“**Default Payment**”).  The Default Payment shall be one hundredthirty percent (130%) of the outstanding principal amount of this Note, plusaccrued but unpaid interest, all other fees then remaining unpaid, and allother amounts payable hereunder.  The 

 

4

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##  

## Default Payment shall beapplied first to any fees due and payable to the Holder pursuant to this Note,the Purchase Agreement, and/or other Related Agreements, then to accrued andunpaid interest due on this Note and then to the outstanding principal balanceon this Note.  The Default Payment shallbe due and payable immediately on the date that the Agent has demanded paymentof the Default Payment pursuant to this Section 2.3.

##  

# MISCELLANEOUS

#  

## Cumulative Remedies. The remedies under this Note shall be cumulative.

##  

## Failure or Indulgence NotWaiver.  No failure or delay on the part of the Holderhereof in the exercise of any power, right or privilege hereunder shall operateas a waiver thereof, nor shall any single or partial exercise of any suchpower, right or privilege preclude other or further exercise thereof or of anyother right, power or privilege.  Allrights and remedies existing hereunder are cumulative to, and not exclusive of,any rights or remedies otherwise available.

##  

## Notices. Any notice herein required or permitted to be given shall be given inwriting in accordance with the terms of the Purchase Agreement.

##  

## Amendment Provision. The term “**Note**” and all references thereto,as used throughout this instrument, shall mean this instrument as originallyexecuted, or if later amended or supplemented, then as so amended orsupplemented, and any successor instrument as such successor instrument may beamended or supplemented.

##  

## Assignability. This Note shall be binding upon the Company and its successors andassigns, and shall inure to the benefit of the Holder and its successors andassigns, and may be assigned by the Holder in accordance with the requirementsof the Purchase Agreement.  The Companymay not assign any of its obligations under this Note without the prior writtenconsent of the Holder, any such purported assignment without such consent beingnull and void.

##  

## Cost of Collection. In case of the occurrence of an Event of Default under this Note, theCompany shall pay the Holder the Holder’s reasonable costs of collection,including reasonable attorneys’ fees.

##  

## Governing Law,Jurisdiction and Waiver of Jury Trial.

##  

### **THIS NOTE SHALL BEGOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATEOF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.**

### ** **

### **THE COMPANY HEREBYCONSENTS AND AGREES THAT THE STATE AND/OR FEDERAL COURTS LOCATED IN THE COUNTYOF NEW YORK, STATE OF NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR ANDDETERMINE ANY CLAIMS OR DISPUTES BETWEEN THE COMPANY, ON THE ONE HAND, AND THEHOLDER AND/OR ANY OTHER CREDITOR PARTY, ON THE OTHER HAND, PERTAINING TO THISNOTE OR ANY OF THE OTHER RELATED AGREEMENTS OR TO ANY MATTER ARISING OUT OF ORRELATED TO THIS NOTE OR ANY OF THE RELATED AGREEMENTS; PROVIDED, THATTHE COMPANY ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BEHEARD BY A COURT LOCATED OUTSIDE OF THE COUNTY OF NEW YORK, STATE OF NEW YORK;AND FURTHERPROVIDED, THAT NOTHING IN THIS NOTE SHALL BE DEEMEDOR OPERATE TO PRECLUDE THE HOLDER AND/OR ANY OTHER CREDITOR PARTY FROM BRINGINGSUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE**

 

5

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### **OBLIGATIONS (ASDEFINED IN THE MASTER SECURITY AGREEMENT), TO REALIZE ON THE COLLATERAL (ASDEFINED IN THE MASTER SECURITY AGREEMENT) OR ANY OTHER SECURITY FOR THEOBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THEHOLDER AND/OR ANY OTHER CREDITOR PARTY. THE COMPANY EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCHJURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND THE COMPANYHEREBY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED UPON LACK OF PERSONALJURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS.  THE COMPANY HEREBY WAIVES PERSONAL SERVICE OFTHE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT ANDAGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BEMADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO THE COMPANY AT THE ADDRESS SETFORTH IN THE PURCHASE AGREEMENT AND THAT SERVICE SO MADE SHALL BE DEEMEDCOMPLETED UPON THE EARLIER OF THE COMPANY’S ACTUAL RECEIPT THEREOF OR THREE (3) DAYSAFTER DEPOSIT IN THE U.S. MAILS, PROPER POSTAGE PREPAID.**

### ** **

### **THE COMPANYDESIRES THAT ITS DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLELAWS.  THEREFORE, TO ACHIEVE THE BESTCOMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND/OR OF ARBITRATION, THECOMPANY HERETO WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, ORPROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER ARISING IN CONTRACT, TORT,OR OTHERWISE BETWEEN THE HOLDER AND/OR ANY OTHER CREDITOR PARTY, ON THE ONEHAND, AND THE COMPANY, ON THE OTHER HAND, ARISING OUT OF, CONNECTED WITH,RELATED OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM INCONNECTION WITH THIS NOTE, ANY OTHER RELATED AGREEMENT OR THE TRANSACTIONSRELATED HERETO OR THERETO.**

### ** **

## Severability. In the event that any provision of this Note is invalid or unenforceableunder any applicable statute or rule of law, then such provision shall bedeemed inoperative to the extent that it may conflict therewith and shall bedeemed modified to conform with such statute or rule of law.  Any such provision which may prove invalid orunenforceable under any law shall not affect the validity or enforceability ofany other provision of this Note.

##  

## Maximum Payments. Nothing contained herein shall be deemed to establish or require thepayment of a rate of interest or other charges in excess of the maximumpermitted by applicable law.  In theevent that the rate of interest required to be paid or other charges hereunderexceed the maximum rate permitted by such law, any payments in excess of suchmaximum rate shall be credited against amounts owed by the Company to theHolder and thus refunded to the Company.

##  

## Security Interest. The Agent, for the ratable benefit of the Creditor Parties, has beengranted a security interest in certain assets of the Company as more fullydescribed in the Master Security Agreement and the other Related Agreements.

##  

## Construction;Counterparts.  Each party acknowledges that its legalcounsel participated in the preparation of this Note and, therefore, stipulatesthat the rule of construction that ambiguities are 

 

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##  

## to be resolved againstthe drafting party shall not be applied in the interpretation of this Note tofavor any party against the other.  ThisNote may be executed by the parties hereto in one or more counterparts, each ofwhich shall be deemed an original and all of which when taken together shallconstitute one and the same instrument. Any signature delivered by a party by facsimile or electronictransmission shall be deemed to be an original signature hereto.

##  

## Registered Obligation. This Note shall be registered (and such registration shall thereafter bemaintained) as set forth in Section 11.4(b) of the PurchaseAgreement.  Notwithstanding any document,instrument or agreement relating to this Note to the contrary, transfer of thisNote (or the right to any payments of principal or stated interest thereunder)may only be effected by (i) surrender of this Note and either thereissuance by the Company of this Note to the new holder or the issuance by theCompany of a new instrument to the new holder or (ii) registration of suchholder as an assignee in accordance with Section 11.4(b) of thePurchase Agreement.

##  

## Extension of MaturityDate.  On the Initial Maturity Date, the MaturityDate shall be extended to July 31, 2010 upon the determination by theHolder, in its sole discretion, that the following conditions have beensatisfied:  (a) no Event of Defaulthas occurred and is continuing, (b) the shareholders of the Company haveapproved an increase in the number of authorized shares of Common Stock of theCompany sufficient to issue 146,143,792 additional shares of Common Stock, (c) theCompany has duly authorized and issued to the Purchasers common stock purchasewarrants exercisable into an aggregate of 146,143,792 shares of the Company’scommon stock, par value $0.01, with an exercise price of $0.01 per share, inthe forms attached hereto as Exhibit A (collectively, the “AdditionalWarrants”) and (d) the Company has reserved for issuance for the benefitof the holders of the Additional Warrants the shares of Common Stock issuableon the exercise of the Additional Warrants.

##  

[Balanceof page intentionally left blank; signature page follows]

 

7

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**INWITNESS WHEREOF**,the Company has caused this Secured Term Note to be signed in its nameeffective as of this 31st day of July, 2008.

 

 
|     |   | MICRO COMPONENT  TECHNOLOGY, INC. |
|----------|--------|-----------------------------------|
|     |   |                              |
|     |   |                              |
|     |   | By:                               |   |
|     |   |                              | Name: |  Roger E. Gower |
|     |   |                              | Title: | Chief Executive Officer |
|     |   |                              |   |   |
| WITNESS: |   |                              |   |   |
|     |   |                              |   |   |
|     |   |                              |   |   |

 

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**EXHIBIT A**

 

THISWARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANTHAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANYSTATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISEOF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATEDIN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT AS TO THISWARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (B) ANEXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.

 

Rightto Purchase up to [21,921,568.80] Shares of Common Stock of

 

MICROCOMPONENT TECHNOLOGY, INC.

 

(subjectto adjustment as provided herein)

 

**COMMON STOCK PURCHASEWARRANT**

** **
| No.                               | Issue Date:                  ,  2008 |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------|

 

MICRO COMPONENTTECHNOLOGY, INC., a corporation organized under the laws of the State ofMinnesota (the “**Company**”),hereby certifies that, for value received, VALENS U.S. SPV I, LLC, or assigns(the “**Holder**”), is entitled, subject to theterms set forth below, to purchase from the Company (as defined herein) fromand after the Issue Date of this Warrant and at any time or from time to timebefore 5:00 p.m., New York time, through the close of business November 30,2018 (the “**Expiration Date**”), up to [21,921,568.80]fully paid and non-assessable shares of Common Stock (as hereinafter defined),$0.01 par value per share, at the applicable Exercise Price per share (asdefined below).  The number and characterof such shares of Common Stock and the applicable Exercise Price per share aresubject to adjustment as provided herein.

 

As used herein thefollowing terms, unless the context otherwise requires, have the followingrespective meanings:

 

6.             **Common Stock**” means (i) the Company’s Common Stock, parvalue $0.01 per share; and (ii) any other securities into which or forwhich any of the securities described in the preceding clause (i) may beconverted or exchanged pursuant to a plan of recapitalization, reorganization,merger, sale of assets or otherwise.

 

7.             “**Company**” means Micro Component Technology, Inc. and anyperson or entity which shall succeed, or assume the obligations of, MicroComponent Technology, Inc. hereunder.

 

A-1

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8.             “**Exercise Price**” means a price of $0.01 per share.

 

9.             “**Other Securities**” means any stock (other than Common Stock)and other securities of the Company or any other person (corporate orotherwise) which the Holder at any time shall be entitled to receive, or shallhave received, on the exercise of this Warrant, in lieu of or in addition toCommon Stock, or which at any time shall be issuable or shall have been issuedin exchange for or in replacement of Common Stock or Other Securities pursuantto Section 4 or otherwise.

 

10.           “**Purchase Agreement**” means the Securities Purchase Agreementdated as of the date hereof among the Company, the Holder, the other Purchasers(as defined therein) from time to time party thereto and LV AdministrativeServices, Inc., as administrative and collateral agent for the Purchasers(as defined therein), as amended, modified, restated and/or supplemented fromtime to time.

 

# 2.             Exercise of Warrant.

#  

## Number of Shares Issuableupon Exercise.  From and after the date hereof through andincluding the Expiration Date, the Holder shall be entitled to receive, uponexercise of this Warrant in whole or in part, by delivery of an original or faxcopy of an exercise notice in the form attached hereto as Exhibit A(the “**Exercise Notice**”), shares of CommonStock 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 Stockas of a particular date (the “**Determination Date**”)shall mean:

##  

### **If the Company’sCommon Stock is traded on a national securities exchange then the closing orlast sale price, respectively, reported for the last business day immediatelypreceding the Determination Date.**

### ** **

### **If the Company’sCommon Stock is not traded on a national securities exchange but is traded onthe OTC Bulletin Board, then the mean of the average of the closing bid andasked prices reported for the last business day immediately preceding theDetermination Date.**

### ** **

### **Except as providedin 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 byarbitration in accordance with the rules then in effect of the AmericanArbitration Association, before a single arbitrator to be chosen from a panelof persons qualified by education and training to pass on the matter to bedecided.**

### ** **

### **If theDetermination Date is the date of a liquidation, dissolution or winding up, orany event deemed to be a liquidation, dissolution or winding up pursuant to theCompany’s charter, then all amounts to be payable per share to holders of theCommon Stock pursuant to the charter in the event of such liquidation,dissolution or winding up, plus all other amounts to be payable per share inrespect of the Common Stock in liquidation under the charter, assuming for thepurposes of this clause (d) that all of the shares of Common Stock thenissuable upon exercise of this Warrant are outstanding at the DeterminationDate.**

### ** **

## Company Acknowledgment. The Company will, at the time of the exercise of this Warrant, upon therequest of the Holder acknowledge in writing its continuing obligation toafford to the 

 

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##  

## Holder any rights towhich the Holder shall continue to be entitled after such exercise inaccordance with the provisions of this Warrant. If the Holder shall fail to make any such request, such failure shallnot affect the continuing obligation of the Company to afford to the Holder anysuch rights.

##  

## Trustee for WarrantHolders.  In the event that a bank or trust companyshall have been appointed as trustee for the Holder pursuant to Subsection 3.2,such bank or trust company shall have all the powers and duties of a warrantagent (as hereinafter described) and shall accept, in its own name for the accountof the Company or such successor person as may be entitled thereto, all amountsotherwise payable to the Company or such successor, as the case may be, onexercise of this Warrant pursuant to this Section 1.

##  

# Procedure forExercise.

#  

## Delivery of Stock Certificates,Etc., on Exercise.  The Company agrees that the shares of CommonStock purchased upon exercise of this Warrant shall be deemed to be issued tothe Holder as the record owner of such shares as of the close of business onthe date on which this Warrant shall have been surrendered and payment made forsuch shares in accordance herewith.  Assoon as practicable after the exercise of this Warrant in full or in part, andin any event within three (3) business days thereafter, the Company at itsexpense (including the payment by it of any applicable issue taxes) will causeto be issued in the name of and delivered to the Holder, or as the Holder (uponpayment by the Holder of any applicable transfer taxes) may direct incompliance with applicable securities laws, a certificate or certificates forthe number of duly and validly issued, fully paid and non-assessable shares ofCommon Stock (or Other Securities) to which the Holder shall be entitled onsuch exercise, plus, in lieu of any fractional share to which the Holder wouldotherwise be entitled, cash equal to such fraction multiplied by the then FairMarket Value of one full share, together with any other stock or othersecurities and property (including cash, where applicable) to which the Holderis entitled upon such exercise pursuant to Section 1 or otherwise.

##  

## Exercise.

##  

### **Payment may bemade either (i) in cash by wire transfer of immediately available funds orby certified or official bank check payable to the order of the Company equalto the applicable aggregate Exercise Price, (ii) by delivery of thisWarrant, or shares of Common Stock and/or Common Stock receivable upon exerciseof this Warrant in accordance with the formula set forth in subsection (b) below,or (iii) by a combination of any of the foregoing methods, for the numberof shares of Common Stock specified in such Exercise Notice (as such exercisenumber shall be adjusted to reflect any adjustment in the total number ofshares 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 dulyauthorized, validly issued, fully-paid and non-assessable shares of CommonStock (or Other Securities) determined as provided herein.**

### ** **

### **Notwithstandingany provisions herein to the contrary, if the Fair Market Value of one share ofCommon Stock is greater than the Exercise Price (at the date of calculation asset forth below), in lieu of exercising this Warrant for cash, the Holder mayelect to receive shares equal to the value (as determined below) of thisWarrant (or the portion thereof being exercised) by surrender of this Warrantat the principal office of the Company together with the properly endorsedExercise Notice in which event the Company shall**

 

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### **issue to theHolder a number of shares of Common Stock computed using the following formula:**

 
| X=        | Y(A-B)                                                                                                                                                                                                         |   |
|-----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|      | A                                                                                                                                                                                                              |   |
|      |                                                                                                                                                                                                           |
| Where X = | the number of shares of  Common Stock to be issued to the Holder                                                                                                                                               |
|      |                                                                                                                                                                                                           |
| Y =       | the number of shares of  Common Stock purchasable under this Warrant or, if only a portion of this  Warrant is being exercised, the portion of this Warrant being exercised (at  the date of such calculation) |
|      |                                                                                                                                                                                                           |
| A =       | the Fair Market Value  of one share of the Company’s Common Stock (at the date of such calculation)                                                                                                       |
|      |                                                                                                                                                                                                           |
| B =       | the Exercise Price per  share (as adjusted to the date of such calculation)                                                                                                                                    |

 

Notwithstandinganything to the contrary set forth in Section 2.2(a) above, to theextent that a registration statement registering all the shares of Common Stockof the Company issuable upon exercise of this Warrant has been declaredeffective by the Securities and Exchange Commission and remains effective as ofthe date of the proposed exercise set forth in an Exercise Notice, the Holdershall upon such proposed exercise, make payment to the Company of eachrespective Exercise Price set forth in such Exercise Notice in cash by wiretransfer of immediately available funds or by certified or official bank checkonly.

 

# Effect ofReorganization, Etc.; Adjustment of Exercise Price.

 

## Reorganization,Consolidation, Merger, Etc.  If thereoccurs any capital reorganization or any reclassification of the Common Stockof the Company, the consolidation or merger of the Company with or into anotherperson (other than a merger or consolidation of the Company in which theCompany is the continuing entity and which does not result in anyreorganization or reclassification of its outstanding Common Stock) or the saleor conveyance of all or substantially all of the assets of the Company toanother person, then, as a condition precedent to any such reorganization,reclassification, consolidation, merger, sale or conveyance, the Holder will beentitled to receive upon surrender of this Warrant to the Company (x) to theextent there are cash proceeds resulting from the consummation of suchreorganization, reclassification, consolidation, merger, sale or conveyance, inexchange for such Warrant, cash in an amount equal to the cash proceeds thatwould have been payable to the Holder had the Holder exercised such Warrantimmediately prior to the consummation of such reorganization, reclassification,consolidation, merger, sale or conveyance, less the aggregate Exercise Pricepayable upon exercise of this Warrant, and (y) to the extent that theHolder would be entitled to receive Common stock (or Other Securities) (inaddition to or in lieu of cash in connection with any such reorganization,reclassification, consolidation, merger, sale or conveyance), the same kind andamounts of securities or other assets, or both, that are issuable ordistributable to the holders of outstanding Common Stock (or Other Securities)of the Company with respect to their Common Stock (or Other Securities) uponsuch reorganization, reclassification, consolidation, merger, sale orconveyance, as would have been deliverable to the Holder had the Holderexercised such Warrant immediately prior to the consummation of suchreorganization, reclassification, 

 

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##  

## consolidation, merger,sale or conveyance less an amount of such securities having a value equal tothe aggregate Exercise Price payable upon exercise of this Warrant.

##  

## Dissolution. In the event of any dissolution of the Company following the transfer ofall or substantially all of its properties or assets, the Company, concurrentlywith any distributions made to holders of its Common Stock, shall at itsexpense deliver or cause to be delivered to the Holder the stock and othersecurities and property (including cash, where applicable) receivable by theHolder pursuant to Section 3.1, or, if the Holder shall so instruct theCompany, to a bank or trust company specified by the Holder and having itsprincipal office in New York, NY as trustee for the Holder (the “**Trustee**”).

##  

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

##  

# **ExtraordinaryEvents Regarding Common Stock****.  In the event that the Companyshall (a) issue additional shares of the Common Stock as a dividend orother distribution on outstanding Common Stock or any preferred stock issued bythe Company, (b) subdivide its outstanding shares of Common Stock or (c) combineits outstanding shares of the Common Stock into a smaller number of shares ofthe Common Stock, then, in each such event, the number of shares of CommonStock that the Holder shall thereafter, on the exercise hereof as provided in Section 1,be entitled to receive shall be adjusted to a number determined by multiplyingthe number of shares of Common Stock that would otherwise (but for theprovisions of this Section 4) be issuable on such exercise by a fractionof which (a) the numerator is the number of issued and outstanding sharesof Common Stock immediately after such Event, and (b) the denominator isthe number of issued and outstanding shares of Common Stock immediately priorto such Event.**

#  

# **Certificateas to Adjustments****.  In each case of any adjustmentor readjustment in the shares of Common Stock (or Other Securities) issuable onthe exercise of this Warrant, the Company at its expense will promptly causeits Chief Financial Officer or other appropriate designee to compute suchadjustment or readjustment in accordance with the terms of this Warrant andprepare a certificate setting forth such adjustment or readjustment and showingin detail the facts upon which such adjustment or readjustment is based,including a statement of (a) the consideration received or receivable bythe 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 ofshares of Common Stock (or Other Securities) outstanding or deemed to beoutstanding, and (c) the Exercise Price and the number of shares of CommonStock to be received upon exercise of this Warrant, in**

 

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# **effectimmediately prior to such adjustment or readjustment and as adjusted orreadjusted as provided in this Warrant. The Company will forthwith mail a copy of each such certificate to theHolder and any warrant agent of the Company (appointed pursuant to Section 11hereof).**

#  

# **Reservationof Stock, Etc., Issuable on Exercise of Warrant****. The Company will at all times reserve and keep available, solely forissuance and delivery on the exercise of this Warrant, shares of Common Stock(or Other Securities) from time to time issuable on the exercise of thisWarrant.**

#  

# **Assignment;Exchange of Warrant****.  Subject to compliance withapplicable securities laws, this Warrant, and the rights evidenced hereby, maybe transferred by any registered holder hereof (a “Transferor”) in whole or inpart.  On the surrender for exchange ofthis Warrant, with the Transferor’s endorsement in the form of Exhibit Battached hereto (the “Transferor Endorsement Form”) and together with evidencereasonably satisfactory to the Company demonstrating compliance with applicablesecurities laws, which shall include, without limitation, a legal opinion fromthe Transferor’s counsel (at the Company’s expense) that provides that suchtransfer is exempt from the registration requirements of applicable securitieslaws, the Company at its expense (but with payment by the Transferor of anyapplicable transfer taxes) will issue and deliver to or on the order of theTransferor thereof a new Warrant of like tenor, in the name of the Transferorand/or the transferee(s) specified in such Transferor Endorsement Form (eacha “Transferee”), calling in the aggregate on the face or faces thereof for thenumber of shares of Common Stock called for on the face or faces of thisWarrant so surrendered by the Transferor.**

#  

# **Replacementof Warrant****.  On receipt of evidencereasonably satisfactory to the Company of the loss, theft, destruction or mutilationof this Warrant and, in the case of any such loss, theft or destruction of thisWarrant, on delivery of an indemnity agreement or security reasonablysatisfactory in form and amount to the Company or, in the case of any suchmutilation, on surrender and cancellation of this Warrant, the Company at itsexpense will execute and deliver, in lieu thereof, a new Warrant of like tenor.**

#  

# **IntentionallyOmitted****.**

#  

# **MaximumExercise****.  Notwithstanding anythingherein to the contrary, in no event shall the Holder be entitled to exerciseany portion of this Warrant in excess of that portion of this Warrant uponexercise of which the sum of (1) the number of shares of Common Stockbeneficially owned by the Holder and its Affiliates (other than shares ofCommon Stock which may be deemed beneficially owned through the ownership ofthe unexercised portion of this Warrant or the unexercised or unconvertedportion of any other security of the Holder subject to a limitation onconversion analogous to the limitations contained herein) and (2) thenumber of shares of Common Stock issuable upon the exercise of the portion ofthis Warrant with respect to which the determination of this proviso is beingmade, would result in beneficial ownership by the Holder and its Affiliates ofany amount greater than 9.99% of the then outstanding shares of Common Stock(whether or not, at the time of such exercise, the Holder and its Affiliatesbeneficially own more than 9.99% of the then outstanding shares of CommonStock). As used herein, the term “Affiliate” means any person or entity that,directly or indirectly through one or more intermediaries, controls or iscontrolled by or is under common control with a person or entity, as such termsare used**

 

A-6

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#  

# **in andconstrued under Rule 144 under the Securities Act of 1933, as amended.  For purposes of the second preceding sentence, beneficial ownershipshall be determined in accordance with Section 13(d) of theSecurities Exchange Act of 1934, as amended, and Regulations 13D-G thereunder,except as otherwise provided in clause (1) of such sentence.  For any reason at any time, upon written ororal request of the Holder, the Company shall within one (1) business dayconfirm orally and in writing to the Holder the number of shares of CommonStock outstanding as of any given date.  The limitations set forth herein (x) shallautomatically become null and void following notice to the Company upon theoccurrence and during the continuance of an Event of Default (as defined in theNote referred to in the Purchase Agreement) and (y) may be waived by theHolder upon provision of no less than sixty-one (61) days prior written noticeto the Company; provided, however, that, such written notice of waiver shallonly be effective if delivered at a time when no indebtedness (including,without limitation, principal, interest, fees and charges) of the Company ofwhich the Holder or any of its Affiliates was, at any time, the owner, directlyor indirectly is outstanding.**

#  

# **WarrantAgent****.  The Company may, by written notice to theHolder of this Warrant, appoint an agent for the purpose of issuing CommonStock (or Other Securities) on the exercise of this Warrant pursuant to Section 1,exchanging this Warrant pursuant to Section 7, and replacing this Warrantpursuant to Section 8, or any of the foregoing, and thereafter any suchissuance, exchange or replacement, as the case may be, shall be made at suchoffice by such agent.**

#  

# **Transferon the Company’s Books****.  Until this Warrant istransferred on the books of the Company, the Company may treat the registeredholder hereof as the absolute owner hereof for all purposes, notwithstandingany notice to the contrary.**

#  

# **Rights ofShareholders****.  No Holder shall be entitled tovote or receive dividends or be deemed the holder of the shares of Common Stockor any other securities of the Company which may at any time be issuable uponexercise of this Warrant for any purpose (the “Warrant Shares”), nor shallanything contained herein be construed to confer upon the Holder, as such, anyof the rights of a shareholder of the Company or any right to vote for theelection of directors or upon any matter submitted to shareholders at anymeeting thereof, or to give or withhold consent to any corporate action(whether upon the recapitalization, issuance of shares, reclassification ofshares, change of nominal value, consolidation, merger, conveyance orotherwise) or to receive notice of meetings, or to receive dividends orsubscription rights or otherwise, in each case, until the earlier to occur of (x) thedate of actual delivery to Holder (or its designee) of the Warrant Sharesissuable upon the exercise hereof or (y) the third business day followingthe date such Warrant Shares first become deliverable to Holder, as providedherein.**

#  

# **Notices,Etc****.  All notices and other communications from theCompany to the Holder shall be mailed by first class registered or certifiedmail, postage prepaid, at such address as may have been furnished to the Companyin writing by the Holder from time to time.**

#  

# **Miscellaneous****. This Warrant and any term hereof may be changed, waived, discharged orterminated only by an instrument in writing signed by the party against whichenforcement of such change, waiver, discharge or termination is sought. THISWARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THESTATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF**

 

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#  

# **LAWS.  ANY ACTION BROUGHT CONCERNING THETRANSACTIONS CONTEMPLATED BY THIS WARRANT SHALL BE BROUGHT ONLY IN THE STATECOURTS 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 ANDBRING AN ACTION OUTSIDE THE STATE OF NEW YORK. The individuals executing this Warrant on behalf of the Company agree tosubmit to the jurisdiction of such courts and waive trial by jury.  The prevailing party shall be entitled torecover from the other party its reasonable attorneys’ fees and costs.  In the event that any provision of thisWarrant is invalid or unenforceable under any applicable statute or rule oflaw, then such provision shall be deemed inoperative to the extent that it mayconflict therewith and shall be deemed modified to conform with such statute orrule of law.  Any such provisionwhich may prove invalid or unenforceable under any law shall not affect thevalidity or enforceability of any other provision of this Warrant.  The headings in this Warrant are for purposesof reference only, and shall not limit or otherwise affect any of the termshereof.  The invalidity orunenforceability of any provision hereof shall in no way affect the validity orenforceability of any other provision hereof. The Company acknowledges that legal counsel participated in thepreparation of this Warrant and, therefore, stipulates that the rule ofconstruction that ambiguities are to be resolved against the drafting partyshall not be applied in the interpretation of this Warrant to favor any partyagainst the other party.**

#  

# **WarrantCancellation****. If all obligations and liabilities owing by the Company to the Holderunder the Note, the Purchase Agreement and/or any other Related Agreement havebeen repaid in full on or before (a) six (6) months from the datehereof, the Holder shall surrender this Warrant for cancellation and shallissue a new Warrant to Holder in the face amount of this Warrant less fiftypercent (50%) of the shares otherwise issuable under this Warrant, or (b) twelve(12) months from the date hereof, the Holder shall surrender this Warrant forcancellation and shall issue a new Warrant to Holder in the face amount of thisWarrant less twenty-five percent (25%) of the shares otherwise issuable underthis Warrant.**

#  

**[BALANCE OF PAGE INTENTIONALLY LEFT BLANK;SIGNATURE PAGE FOLLOWS]**

 

A-8

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

 

 
| WITNESS: |   | MICRO  COMPONENT TECHNOLOGY,  INC. |
|----------|--------|------------------------------------|
|     |   |                               |
|     |   |                               |
|     |   | By:                                |   |
|     |   |                               | Name: |
|     |   |                               | Title: |

 

 

SIGNATURE PAGE TO

COMMON STOCK PURCHASEWARRANT

 

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** **

**EXHIBIT A**

** **

**FORM OF SUBSCRIPTION**

** **

(ToBe Signed Only On Exercise Of Warrant)

 
| To:    | Micro Component  Technology, Inc.                                                         |
|--------|------------------------------------------------------------------------------------------------|
|   | 2340  West County Road C,                                                                      |
|   | St.  Paul, Minnesota 55113-2528                                                                |
|   |                                                                                           |
|   | Attention:          Chief  Financial Officer |

 

The undersigned, pursuantto the provisions set forth in the attached Warrant (No.        )(the “**Warrant**”), hereby irrevocably elects topurchase (check applicable box):

 
|                  |   |                   shares  of the common stock covered by the Warrant; or |
|--------------------------------------------------------------------------------------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                             |   |                                                                                                                                                               |
|                  |   | the maximum number of shares of common stock covered  by the Warrant pursuant to the cashless exercise procedure set forth in  Section 2 of the Warrant.      |

 

The undersigned herewithmakes payment of the full Exercise Price for such shares at the price per shareprovided for in the Warrant, which is$                      .  Such payment takes the form of (checkapplicable box or boxes):

 
|                  |   | $                    in lawful money of the United States; and/or                                                                                                                                                                                                   |
|--------------------------------------------------------------------------------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                             |   |                                                                                                                                                                                                                                                                                                                                                                    |
|                  |   | the cancellation of such portion of the 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 |
|                                                                                             |   |                                                                                                                                                                                                                                                                                                                                                                    |
|                  |   | the cancellation of such number of shares of Common  Stock as is necessary, in accordance with the formula set forth in Section 2.2  of the Warrant, 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 of the Warrant.                   |

 

The undersigned requeststhat the certificates for such shares be issued in the name of, and deliveredto                                                                                             whose address is                                                                                                                                                      .

 

The undersignedrepresents and warrants that all offers and sales by the undersigned of thesecurities issuable upon exercise of the Warrant shall be made pursuant toregistration of the Common Stock under the Securities Act of 1933, as amended(the “**Securities Act**”) or pursuant to anexemption from registration under the Securities Act.

 
| Dated: |   |                                                                                |   |
|--------|--------|-------------------------------------------------------------------------------------|--------|
|   |   | (Signature must conform to name of holder as  specified on the face of the Warrant) |
|   |   | Address:                                                                            |   |

 

----

 

**EXHIBIT B**

** **

**FORM OF TRANSFERORENDORSEMENT**

** **

(ToBe Signed Only On Transfer Of Warrant)

 

For value received, theundersigned hereby sells, assigns, and transfers unto the person(s) namedbelow under the heading “Transferees” the right represented by the withinWarrant to purchase the percentage and number of shares of Common Stock ofMicro Component Technology, Inc. into which the within Warrant relatesspecified under the headings “Percentage Transferred” and “Number Transferred,”respectively, opposite the name(s) of such person(s) and appointseach such person Attorney to transfer its respective right on the books ofMicro Component Technology, Inc. with full power of substitution in thepremises.

 

| **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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