Exhibit 10.2


 


THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF
THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK
ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR
AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO MICRO COMPONENT TECHNOLOGY,
INC. THAT SUCH REGISTRATION IS NOT REQUIRED.


 


Right to
Purchase up to 399,745 Shares of Common Stock of

Micro Component Technology, Inc.

(subject to adjustment as provided herein)


 


COMMON STOCK PURCHASE WARRANT


 




	
  No.

  	
   

  	
   

  	
   

  	
  Issue Date: December 6, 2007

  






 


MICRO COMPONENT TECHNOLOGY, INC., a
corporation organized under the laws of the State of Minnesota (the “Company”), hereby certifies that, for value
received, VALENS OFFSHORE SPV I, LTD.., or assigns (the “Holder”), is entitled, subject to the terms
set forth below, to purchase from the Company (as defined herein) from and
after the Issue Date of this Warrant and at any time or from time to time
before 5:00 p.m., New York time, through the close of business November 30,
2017 (the “Expiration Date”), up
to 399,745 fully paid and nonassessable shares of Common Stock (as hereinafter
defined), $0.01 par value per share, at the applicable Exercise Price per share
(as defined below).  The number and
character of such shares of Common Stock and the applicable Exercise Price per
share are subject to adjustment as provided herein.


 


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


 


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


 


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


 


1

















 


(g)           The “Exercise Price”
applicable under this Warrant shall be $0.01 per share.


 


(h)           The term “Other
Securities” refers to any stock (other than Common Stock) and other
securities of the Company or any other person (corporate or otherwise) which
the holder of the Warrant at any time shall be entitled to receive, or shall
have received, on the exercise of the Warrant, in lieu of or in addition to
Common Stock, or which at any time shall be issuable or shall have been issued
in exchange for or in replacement of Common Stock or Other Securities pursuant
to Section 4 or otherwise.


 


16.          Exercise of Warrant.


 


16.1        Number of Shares Issuable upon
Exercise.


 


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


 


(b)           Restrictions.  Notwithstanding anything to the contrary
contained herein, the Holder hereby agrees that, so long as no Event of Default
(as defined in any of (x) that certain Security and Purchase Agreement
dated as of February 17, 2006 among Laurus Master Fund, Ltd. (“Laurus”),
the Company and various subsidiaries of the Company, as amended, restated,
modified and/or supplemented from time to time, (y) that certain 10%
Senior Subordinated Convertible Note, dated February 17, 2004 issued by
the Company to Amaranth Trading, L.L.C. in the original principal amount of
$1,229,919 and assigned to Laurus pursuant to that certain Note Sale Agreement
dated as of December 20, 2006 by and between Amaranth Trading L.L.C. and
Laurus, as amended, restated, modified and/or supplemented from time to time
and/or (z) that certain Secured Term Note, dated March 29, 2007,
issued by the Company to Laurus, as amended, restated, modified and/or
supplemented from time to time) has occurred and is continuing, (i) during
the period on or after the Issue Date and prior to the date that is January 1,
2009, it shall not sell any Common Stock acquired upon exercise of this Warrant
(such Common Stock, “Exercised Common Stock”) and (ii at any time on or after January 1,
2009 the Holder shall not, on any trading day, be permitted to sell Exercised
Common Stock in excess of twenty percent (20%) of the aggregate number of
shares of the Common Stock traded on such trading day.


 


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


 


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


 


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


 


(c)           Except
as provided in clause (d) below, if the Company’s Common Stock is not
publicly traded, then as the Holder and the Company agree or in the absence of
agreement by arbitration in accordance with the 


 


2

















 


 


rules then
in effect of the American Arbitration Association, before a single arbitrator
to be chosen from a panel of persons qualified by education and training to
pass on the matter to be decided.


 


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


 


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


 


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


 


17.          Procedure
for Exercise.


 


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


 


17.2        Exercise.


 


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


 


(b)           Notwithstanding
any provisions herein to the contrary, in the event that either (i) there
is no effective registration statement with respect to the shares of Common
Stock issuable upon exercise of this Warrant or (ii) an Event of Default
(as defined in any of (x) that certain Security and Purchase Agreement
dated as of February 17, 2006 among Laurus, the Company and various
subsidiaries of the Company, as amended, restated, modified and/or supplemented
from time to time, (y) that certain 10% Senior Subordinated Convertible
Note, dated February 17, 2004 issued by the Company to Amaranth Trading,
L.L.C. in the original principal amount of $1,229,919 and assigned to Laurus
pursuant to that certain Note Sale Agreement dated as of December 20, 2006
by and between Amaranth Trading L.L.C. and Laurus, as amended, restated,
modified and/or supplemented from time to time and/or (z) that certain
Secured Term Note, dated March 29, 2007, issued by the Company to Laurus,
as amended, restated, modified and/or supplemented from time to time) has
occurred and is continuing, if the Fair Market Value of one share of Common
Stock is greater than the Exercise Price (at the date of calculation as set
forth below), in lieu of exercising this Warrant for cash, the Holder may elect
to receive shares equal to the value (as determined below) of this Warrant (or
the portion thereof being exercised) by 


 


3

















 


 


surrender of this Warrant at the principal
office of the Company together with the properly endorsed Exercise Notice in
which event the Company shall issue to the Holder 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)

  



 


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


 


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


 


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


 


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


 


19.          Extraordinary
Events Regarding Common Stock.  In
the event that the Company shall (a) issue additional shares of the 


 


4

















 


Common
Stock as a dividend or other distribution on outstanding Common Stock or any
preferred stock issued by the Company, (b) subdivide its outstanding
shares of Common Stock, (c) combine its outstanding shares of the Common
Stock into a smaller number of shares of the Common Stock, then, in each such
event, the number of shares of Common Stock 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 multiplying the number of shares of
Common Stock that would otherwise (but for the provisions of this Section 4)
be issuable on such exercise by a fraction of which (a) the numerator is
the number of issued and outstanding shares of Common Stock immediately after
such Event, and (b) the denominator is the number of issued and
outstanding shares immediately prior to such Event.


 


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


 


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


 


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


 


5

















 


 


such Transferor
Endorsement Form (each a “Transferee”), calling in the aggregate on the
face or faces thereof for the number of shares of Common Stock called for on
the face or faces of the Warrant so surrendered by the Transferor.


 


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


 


24.          Registration
Rights.  The Holder has been granted
certain registration rights by the Company. 
These registration rights are set forth in a Registration Rights
Agreement entered into by the Company and Laurus dated March 29, 2007, as
the same may be amended, modified and/or supplemented from time to time and are
also subject to SEC limitations and restrictions on the number of shares that
can be registered.


 


25.          Maximum
Exercise.  Notwithstanding anything
herein to the contrary, in no event shall the Holder be entitled to exercise
any portion of this Warrant in excess of that portion of this Warrant upon
exercise of which the sum of (1) the number of shares of Common Stock
beneficially owned by the Holder and its Affiliates (other than shares of
Common Stock which may be deemed beneficially owned through the ownership of
the unexercised portion of the Warrant or the unexercised or unconverted
portion of any other security of the Holder subject to a limitation on
conversion analogous to the limitations contained herein) and (2) the
number of shares of Common Stock issuable upon the exercise of the portion of
this Warrant with respect to which the determination of this proviso is being
made, would result in beneficial ownership by the Holder and its Affiliates of
any 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 Affiliates
beneficially own more than 9.99% of the then outstanding shares of Common
Stock). As used herein, the term “Affiliate” means any person or entity that,
directly or indirectly through one or more intermediaries, controls or is
controlled by or is under common control with a person or entity, as such terms
are used in and construed under Rule 144 under the Securities Act.   For purposes of the second preceding
sentence, beneficial ownership shall be determined in accordance with Section 13(d) of
the Securities 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 or oral request of the Holder, the Company shall within one (1) business
day confirm orally and in writing to the Holder the number of shares of Common
Stock outstanding as of any given date. 
The limitations set forth herein (x) may be waived by the Holder
upon provision of no less than sixty-one (61) days prior notice to the Company
and (y) shall automatically become 


 


6

















 


null and void following
notice to the Company upon the occurrence and during the continuance of an
Event of Default (as defined in any of (x) that certain Security and
Purchase Agreement dated as of February 17, 2006 among Laurus, the Company
and various subsidiaries of the Company, as amended, restated, modified and/or
supplemented from time to time, (y) that certain 10% Senior Subordinated
Convertible Note, dated February 17, 2004 issued by the Company to
Amaranth Trading, L.L.C. in the original principal amount of $1,229,919 and assigned
to Laurus pursuant to that certain Note Sale Agreement dated as of December 20,
2006 by and between Amaranth Trading L.L.C. and Laurus, as amended, restated,
modified and/or supplemented from time to time and/or (z) that certain
Secured Term Note, dated March 29, 2007, issued by the Company to Laurus,
as amended, restated, modified and/or supplemented from time to time).


 


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


 


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


 


28.          Rights
of Shareholders.  No Holder shall be
entitled to vote or receive dividends or be deemed the holder of the shares of
Common Stock or any other securities of the Company which may at any time be
issuable upon exercise of this Warrant for any purpose (the “Warrant Shares”), nor shall anything contained herein be construed to
confer upon the Holder, as such, any of the rights of a shareholder of the
Company or any right to vote for the election of directors or upon any matter
submitted to shareholders at any meeting thereof, or to give or 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 of meetings, or to
receive dividends or subscription rights or otherwise, in each case, until the
earlier to occur of (x) the date of actual delivery to Holder (or its
designee) of the Warrant Shares issuable upon the exercise hereof or (y) the
third business day following the date such Warrant Shares first become
deliverable to Holder, as provided herein.


 


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


 


7

















 


furnished an address to
the Company.


 


30.          Miscellaneous.  This Warrant and any term hereof may be
changed, waived, discharged or terminated only by an instrument in writing
signed by the party against which enforcement of such change, waiver, discharge
or termination is sought. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAWS.  ANY ACTION BROUGHT
CONCERNING THE TRANSACTIONS CONTEMPLATED BY THIS WARRANT SHALL BE BROUGHT ONLY
IN STATE COURTS OF NEW YORK OR IN THE FEDERAL COURTS LOCATED IN THE STATE OF
NEW YORK; PROVIDED, HOWEVER, THAT THE HOLDER MAY CHOOSE TO WAIVE THIS
PROVISION AND BRING AN ACTION OUTSIDE THE STATE OF NEW YORK.  The individuals executing this Warrant on
behalf of the Company agree to submit to the jurisdiction of such courts and
waive trial by jury.  The prevailing
party shall be entitled to recover from the other party its reasonable
attorneys’ fees and costs.  In the event
that any provision of this Warrant is invalid or unenforceable under any
applicable statute or rule of law, then such provision shall be deemed
inoperative to the extent that it may conflict therewith and shall be deemed
modified to conform with such statute or rule of law.  Any such provision which may prove invalid or
unenforceable under any law shall not affect the validity or enforceability of
any other provision of this Warrant.  The
headings in this Warrant are for purposes of reference only, and shall not
limit or otherwise affect any of the terms hereof.  The invalidity or unenforceability of any provision
hereof shall in no way affect the validity or enforceability of any other
provision hereof.  The Company
acknowledges that legal counsel participated in the preparation of this Warrant
and, therefore, stipulates that the rule of construction that ambiguities
are to be resolved against the drafting party shall not be applied in the
interpretation of this Warrant to favor any party against the other party.


 


[BALANCE OF PAGE INTENTIONALLY LEFT BLANK;

SIGNATURE PAGE FOLLOWS]


 


8

















 


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


 


	
   

  	
  MICRO COMPONENT
  TECHNOLOGY, INC.

  
	
  WITNESS:

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
							



 


9





















 


EXHIBIT A


 


FORM OF SUBSCRIPTION


(To Be Signed
Only On Exercise Of Warrant)


 


	
  TO:

  	
   

  	
  Micro Component
  Technology, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


 


Attention:              Chief Financial Officer


 


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


 


o                                                                                                     
shares of the common stock covered by such warrant; or


 


o                                                                                    the
maximum number of shares of common stock covered by such warrant pursuant to
the cashless exercise procedure set forth in Section 2.


 


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


 


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


 


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


 


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


 


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


 


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


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Signature must conform
  to name of holder as 

  specified on the face of the Warrant)

  
	
   

  	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


10





















 


EXHIBIT B


 


FORM OF TRANSFEROR ENDORSEMENT


(To Be Signed
Only On Transfer Of Warrant)


 


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


 


	
  Transferees

  	
   

  	
  Address

  	
   

  	
  Percentage

  Transferred

  	
   

  	
  Number 

  Transferred

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Signature must conform
  to name of holder as 

  specified on the face of the Warrant)

  
	
   

  	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SIGNED IN THE PRESENCE
  OF:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Name)

  	
   

  
							



 


	
  ACCEPTED AND AGREED:

  
	
  [TRANSFEREE]

  
	
   

  
	
   

  	
   

  
	
  (Name)

  



 


11

















 


IRREVOCABLE
PROXY


 


For good and
valuable consideration, receipt of which is hereby acknowledged, Valens
Offshore SPV I, Ltd. (“Valens Offshore”), hereby appoints Micro Component
Technology, Inc. (the “Proxy Holder” or the “Company”), with a mailing
address at 2340 West County Road C, St. Paul, Minnesota 55113-2528, with full
power of substitution, as proxy, to vote all shares of Common Stock of the
Company, now or in the future owned by Valens Offshore to the extent such
shares are issued toValens Offshore upon its exercise of (a) the Common
Stock Purchase Warrant (the “Warrant”), issued by the Company to Valens
Offshore as of the date hereof and (b) all other warrants and/or options
issued by the Company in favor of Valens Offshore with an exercise price equal
to or less than the greater of $0.01 and the par value of the Company’s common
stock (the “Other Options and Warrants”) (collectively, the “Shares”).


 


This proxy is
irrevocable and coupled with an interest. 
Upon the sale or other transfer of the Shares, in whole or in part, or
the assignment of the Warrant or any of the Other Options and Warrants, this
proxy shall automatically terminate (x) with respect to such sold or
transferred Shares at the time of such sale and/or transfer, and (y) in
the case of an assignment of the Warrant and/or Other Options and Warrants, at
the time of such assignment in respect of the Shares issuable upon exercise of
such assigned Warrant and/or Other Options and Warrants, in each case, without
any further action required by any person.


 


Valens
Offshore shall use its best efforts to forward to Proxy Holder within two (2) business
days following Valens Offshore receipt thereof, at the address for Proxy Holder
set forth above, copies of all materials received by Valens Offshore relating,
in each case, to the solicitation of the vote of shareholders of the Company.


 


This proxy
shall remain in effect with respect to the Shares of the Company during the
period commencing on the date hereof and continuing until the payment in full
of all obligations and liabilities owing by the Company to Valens Offshore (as
the same may be amended, restated, extended or modified from time to time).


 


IN WITNESS
WHEREOF, the undersigned has executed this irrevocable proxy as of the    
day of December,2007.


 


VALENS
OFFSHORE SPV I, LTD

By:  Valens Capital Management, LLC, its

investment manager


 


	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  



 


12