## **EXHIBIT 10.15**

 

## THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLEUPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACTOF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMONSTOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FORSALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVEREGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLESTATE SECURITIES LAWS OR (B) AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.

##  

Right to Purchase up to26,350,000 Shares of Common Stock of

 

MICRO COMPONENT TECHNOLOGY,INC.

 

(subject to adjustment asprovided herein)

 

**COMMONSTOCK PURCHASE WARRANT**

** **
| No. |   |   | Issue Date: July 31, 2008 |
|-----|--------|--------|--------------------------------|

 

MICROCOMPONENT TECHNOLOGY, INC., a corporation organized under the laws of the Stateof Minnesota (the “**Company**”),hereby certifies that, for value received, VALENS OFFSHORE SPV I, LTD., orassigns (the “**Holder**”), is entitled, subject tothe 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 totime before 5:00 p.m., New York time, through the close of business July 31,2018 (the “**Expiration Date**”), up to26,350,000 fully paid and non-assessable shares of Common Stock (as hereinafterdefined), $0.01 par value per share, at the applicable Exercise Price per share(as defined below).  The number andcharacter of such shares of Common Stock and the applicable Exercise Price pershare are subject to adjustment as provided herein.

 

Asused herein the following terms, unless the context otherwise requires, havethe following respective meanings:

 

20.           **Common Stock**”means (i) the Company’s Common Stock, par value $0.01 per share; and (ii) anyother securities into which or for which any of the securities described in thepreceding clause (i) may be converted or exchanged pursuant to a plan ofrecapitalization, reorganization, merger, sale of assets or otherwise.

 

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21.           “**Company**” meansMicro Component Technology, Inc. and any person or entity which shallsucceed, or assume the obligations of, Micro Component Technology, Inc.hereunder.

 

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

 

23.           “**Other Securities**”means any stock (other than Common Stock) and other securities of the Companyor any other person (corporate or otherwise) which the Holder at any time shallbe entitled to receive, or shall have received, on the exercise of thisWarrant, in lieu of or in addition to Common Stock, or which at any time shallbe issuable or shall have been issued in exchange for or in replacement ofCommon Stock or Other Securities pursuant to Section 4 or otherwise.

 

24.           “**Purchase Agreement**”means the Securities Purchase Agreement dated as of the date hereof among theCompany, the Holder, the other Purchasers (as defined therein) from time totime party thereto and LV Administrative Services, Inc., as administrativeand collateral agent for the Purchasers (as defined therein), as amended,modified, restated and/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 ExpirationDate, the Holder shall be entitled to receive, upon exercise of this Warrant inwhole or in part, by delivery of an original or fax copy of an exercise noticein the form attached hereto as Exhibit A (the “**ExerciseNotice**”), shares of Common Stock of the Company, subject toadjustment pursuant to Section 4.

##  

## Fair Market Value.  For purposeshereof, the “Fair Market Value” of a share of Common Stock as of a particulardate (the “**Determination Date**”) shall mean:

##  

### **If the Company’s Common Stock is traded on a nationalsecurities exchange then the closing or last sale price, respectively, reportedfor the last business day immediately preceding the Determination Date.**

### ** **

### **If the Company’s Common Stock is not traded on anational securities exchange but is traded on the OTC Bulletin Board, then themean of the average of the closing bid and asked prices reported for the lastbusiness day immediately preceding the Determination Date.**

### ** **

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

### ** **

### **If the Determination Date is the date of aliquidation, dissolution or winding up, or any event deemed to be aliquidation, dissolution or winding up pursuant to the Company’s charter, thenall amounts to be payable per share to holders of the Common Stock pursuant tothe charter in the event of such liquidation, dissolution or winding up, plusall other amounts to be payable per share in respect of the Common Stock inliquidation under the charter, assuming for the purposes of this clause (d) thatall of the shares of**

 

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### **Common Stock then issuable upon exercise of thisWarrant are outstanding at the Determination Date.**

### ** **

## Company Acknowledgment.  The Companywill, at the time of the exercise of this Warrant, upon the request of theHolder acknowledge in writing its continuing obligation to afford to the Holderany rights to which the Holder shall continue to be entitled after suchexercise in accordance with the provisions of this Warrant.  If the Holder shall fail to make any suchrequest, such failure shall not affect the continuing obligation of the Companyto afford to the Holder any such rights.

##  

## Trustee for Warrant Holders. In the event that a bank or trust company shall have been appointed as trusteefor the Holder pursuant to Subsection 3.2, such bank or trust company shallhave 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 suchsuccessor person as may be entitled thereto, all amounts otherwise payable tothe Company or such successor, as the case may be, on exercise of this Warrantpursuant to this Section 1.

##  

# Procedure for Exercise.

#  

## Delivery of Stock Certificates, Etc., on Exercise. The Company agrees that the shares of Common Stock purchased uponexercise of this Warrant shall be deemed to be issued to the Holder as therecord owner of such shares as of the close of business on the date on whichthis Warrant shall have been surrendered and payment made for such shares inaccordance herewith.  As soon aspracticable after the exercise of this Warrant in full or in part, and in anyevent 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 for thenumber 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 be made either (i) in cash by wiretransfer of immediately available funds or by certified or official bank checkpayable to the order of the Company equal to the applicable aggregate ExercisePrice, (ii) by delivery of this Warrant, or shares of Common Stock and/orCommon Stock receivable upon exercise of this Warrant in accordance with theformula set forth in subsection (b) below, or (iii) by a combinationof any of the foregoing methods, for the number of shares of Common Stockspecified in such Exercise Notice (as such exercise number shall be adjusted toreflect any adjustment in the total number of shares of Common Stock issuableto the Holder per the terms of this Warrant) and the Holder shall thereupon beentitled to receive the number of duly authorized, validly issued, fully-paidand non-assessable shares of Common Stock (or Other Securities) determined asprovided herein.**

### ** **

### **Notwithstanding any provisions herein to the contrary,if the Fair Market Value of one share of Common Stock is greater than theExercise Price (at the date of calculation as set forth below), in lieu ofexercising this Warrant for cash, the Holder may elect to receive**

 

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### **shares equal to the value (as determined below) ofthis Warrant (or the portion thereof being exercised) by surrender of thisWarrant at the principal office of the Company together with the properlyendorsed Exercise Notice in which event the Company shall issue to the Holder anumber 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)                                                                                                                                    |

 

Notwithstanding anything to the contrary set forth in Section 2.2(a) above,to the extent that a registration statement registering all the shares ofCommon Stock of the Company issuable upon exercise of this Warrant has beendeclared effective by the Securities and Exchange Commission and remainseffective as of the date of the proposed exercise set forth in an ExerciseNotice, the Holder shall upon such proposed exercise, make payment to theCompany of each respective Exercise Price set forth in such Exercise Notice incash by wire transfer of immediately available funds or by certified orofficial bank check only.

 

# Effect of Reorganization, Etc.; Adjustment of ExercisePrice.

#  

## Reorganization, Consolidation, Merger, Etc. If there occurs any capital reorganization or any reclassification ofthe Common Stock of the Company, the consolidation or merger of the Companywith or into another person (other than a merger or consolidation of theCompany in which the Company is the continuing entity and which does not resultin any reorganization or reclassification of its outstanding Common Stock) orthe sale or conveyance of all or substantially all of the assets of the Companyto another 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) tothe extent 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 

 

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## or conveyance, as would have been deliverable to theHolder had the Holder exercised such Warrant immediately prior to theconsummation of such reorganization, reclassification, 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 eventof any dissolution of the Company following the transfer of all orsubstantially all of its properties or assets, the Company, concurrently withany distributions made to holders of its Common Stock, shall at its expensedeliver or cause to be delivered to the Holder the stock and other securitiesand property (including cash, where applicable) receivable by the Holderpursuant 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 principaloffice in New York, NY as trustee for the Holder (the “**Trustee**”).

##  

## Continuation of Terms.  Upon anyreorganization, consolidation, merger or transfer (and any dissolutionfollowing any transfer) referred to in this Section 3, this Warrant shallcontinue in full force and effect and the terms hereof shall be applicable tothe shares of stock and other securities and property receivable on theexercise 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.

##  

# Extraordinary Events Regarding Common Stock. In the event that the Company shall (a) issue additional shares ofthe Common Stock as a dividend or other distribution on outstanding CommonStock or any preferred stock issued by the Company, (b) subdivide itsoutstanding shares of Common Stock, (c) combine its outstanding shares ofthe Common Stock into a smaller number of shares of the Common Stock, then, ineach such event, the number of shares of Common Stock that the Holder shallthereafter, on the exercise hereof as provided in Section 1, be entitledto receive shall be adjusted to a number determined by multiplying the numberof 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 isthe number of issued and outstanding shares of Common Stock immediately aftersuch Event, and (b) the denominator is the number of issued andoutstanding shares of Common Stock immediately prior to such Event.

#  

# Certificate as to Adjustments. In each case of any adjustment or readjustment in the shares of CommonStock (or Other Securities) issuable on the exercise of this Warrant, theCompany at its expense will promptly cause its Chief Financial Officer or otherappropriate designee to compute such adjustment or readjustment in accordancewith the terms of this Warrant and prepare a certificate setting forth suchadjustment or readjustment and showing in detail the facts upon which suchadjustment or readjustment is based, including a statement of (a) theconsideration received or receivable by the Company for any additional sharesof Common Stock (or Other Securities) issued or sold or deemed to have beenissued or sold, (b) the number of shares of Common Stock (or OtherSecurities) outstanding or deemed to be outstanding, and (c) the ExercisePrice and the number of shares of Common Stock to be received upon exercise ofthis 

 

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# Warrant, in effect immediately prior to suchadjustment or readjustment and as adjusted or readjusted as provided in thisWarrant.  The Company will forthwith maila copy of each such certificate to the Holder and any warrant agent of theCompany (appointed pursuant to Section 11 hereof).

#  

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

#  

# Assignment; Exchange of Warrant. Subject to compliance with applicable securities laws, this Warrant, andthe rights evidenced hereby, may be transferred by any registered holder hereof(a “**Transferor**”) in whole or in part.  On the surrender for exchange of thisWarrant, with the Transferor’s endorsement in the form of Exhibit Battached hereto (the “**Transferor EndorsementForm**”) and together with evidence reasonably satisfactory to theCompany demonstrating compliance with applicable securities laws, which shallinclude, without limitation, a legal opinion from the Transferor’s counsel (atthe Company’s expense) that provides that such transfer is exempt from theregistration requirements of applicable securities laws, the Company at itsexpense (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 newWarrant of like tenor, in the name of the Transferor and/or the transferee(s) specifiedin such Transferor Endorsement Form (each a “**Transferee**”),calling in the aggregate on the face or faces thereof for the number of sharesof Common Stock called for on the face or faces of this Warrant so surrenderedby the Transferor.

#  

# Replacement of Warrant.  On receipt ofevidence reasonably satisfactory to the Company of the loss, theft, destructionor mutilation of this Warrant and, in the case of any such loss, theft ordestruction of this Warrant, on delivery of an indemnity agreement or securityreasonably satisfactory in form and amount to the Company or, in the case ofany such mutilation, on surrender and cancellation of this Warrant, the Companyat its expense will execute and deliver, in lieu thereof, a new Warrant of liketenor.

#  

# Intentionally Omitted.

#  

# Maximum Exercise. Notwithstanding anything herein to the contrary, in no event shall theHolder be entitled to exercise any portion of this Warrant in excess of thatportion of this Warrant upon exercise of which the sum of (1) the numberof shares of Common Stock beneficially owned by the Holder and its Affiliates(other than shares of Common Stock which may be deemed beneficially ownedthrough the ownership of the unexercised portion of this Warrant or theunexercised or unconverted portion of any other security of the Holder subjectto a limitation on conversion analogous to the limitations contained herein)and (2) the number of shares of Common Stock issuable upon the exercise ofthe portion of this Warrant with respect to which the determination of thisproviso is being made, would result in beneficial ownership by the Holder andits Affiliates of any amount greater than 9.99% of the then outstanding sharesof Common Stock (whether or not, at the time of such exercise, the Holder andits Affiliates beneficially own more than 9.99% of the then outstanding sharesof Common Stock). As used herein, the term “**Affiliate**”means any person or entity that, directly or indirectly through one or moreintermediaries, controls or is controlled by or is under common control with aperson or entity, as such terms are used in and construed under Rule 144under the Securities Act of 1933, as amended.   For purposes of the secondpreceding sentence, beneficial ownership shall be 

 

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# determined in accordance with Section 13(d) ofthe Securities Exchange Act of 1934, as amended, and Regulations 13D-Gthereunder, except as otherwise provided in clause (1) of suchsentence.  For any reason at any time,upon written or oral request of the Holder, the Company shall within one (1) businessday confirm 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.

#  

# Warrant Agent.  The Companymay, by written notice to the Holder of this Warrant, appoint an agent for thepurpose of issuing Common Stock (or Other Securities) on the exercise of thisWarrant 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, theCompany may treat the registered holder hereof as the absolute owner hereof forall purposes, notwithstanding any notice to the contrary.

#  

# Rights of Shareholders.  No Holdershall be entitled to vote or receive dividends or be deemed the holder of theshares of Common Stock or any other securities of the Company which may at anytime be issuable upon exercise of this Warrant for any purpose (the “**Warrant Shares**”), nor shall anything contained herein beconstrued to confer upon the Holder, as such, any of the rights of ashareholder of the Company or any right to vote for the election of directorsor upon any matter submitted to shareholders at any meeting thereof, or to giveor withhold consent to any corporate action (whether upon the recapitalization,issuance of shares, reclassification of shares, change of nominal value,consolidation, merger, conveyance or otherwise) or to receive notice ofmeetings, or to receive dividends or subscription rights or otherwise, in eachcase, until the earlier to occur of (x) the date of actual delivery toHolder (or its designee) of the Warrant Shares issuable upon the exercisehereof or (y) the third business day following the date such WarrantShares first become deliverable to Holder, as provided herein.

#  

# Notices, Etc.  All noticesand other communications from the Company to the Holder shall be mailed byfirst class registered or certified mail, postage prepaid, at such address asmay have been furnished to the Company in writing by the Holder from time totime.

#  

# Miscellaneous.  This Warrantand any term hereof may be changed, waived, discharged or terminated only by aninstrument in writing signed by the party against which enforcement of suchchange, waiver, discharge or termination is sought. THIS WARRANT SHALL BEGOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKWITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF 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 

 

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# Warrant on behalf of the Company agree to submit tothe 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.

#  

**[BALANCEOF PAGE INTENTIONALLY LEFT BLANK;SIGNATURE PAGE FOLLOWS]**

 

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INWITNESS WHEREOF, the Company has executed this Warrant as of the date firstwritten above.

 

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

 

 

SIGNATURE PAGE TO

COMMON STOCK PURCHASE WARRANT

 

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**EXHIBITA**

** **

**FORM OFSUBSCRIPTION**

** **

(To Be Signed Only OnExercise Of Warrant)

 

To:                              Micro Component Technology, Inc.

2340 West County Road C,

St. Paul, Minnesota 55113-2528

 

Attention:        ChiefFinancial Officer

 

Theundersigned, pursuant to 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. |

 

Theundersigned herewith makes payment of the full Exercise Price for such sharesat the price per share provided 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.                   |

 

Theundersigned requests that the certificates for such shares be issued in thename of, and delivered to                                                                         whose address is                                                                                               .

 

Theundersigned represents and warrants that all offers and sales by theundersigned of the securities issuable upon exercise of the Warrant shall bemade pursuant to registration of the Common Stock under the Securities Act of1933, 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:                                                                            |   |
|   |   |   |                                                                                |   |

 

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**EXHIBITB**

** **

**FORM OFTRANSFEROR ENDORSEMENT**

** **

(To Be Signed Only OnTransfer Of Warrant)

 

Forvalue received, the undersigned hereby sells, assigns, and transfers unto theperson(s) named below under the heading “Transferees” the rightrepresented by the within Warrant to purchase the percentage and number ofshares of Common Stock of Micro Component Technology, Inc. into which thewithin Warrant relates specified under the headings “Percentage Transferred”and “Number Transferred,” respectively, opposite the name(s) of suchperson(s) and appoints each such person Attorney to transfer itsrespective right on the books of Micro Component Technology, Inc. withfull 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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