**EXHIBIT 10FF**

 

EXECUTIONVERSION

 

REGISTRATIONRIGHTS AGREEMENT

 

This Registration RightsAgreement (this “Agreement”) is made and entered into as of March 9, 2004,by and between MICRO COMPONENT TECHNOLOGY, INC., a Minnesota corporation (the“Company”), and Laurus Master Fund, Ltd. (the “Purchaser”).

 

This Agreement is madepursuant to the Securities Purchase Agreement, dated as of the date hereof, byand between the Purchaser and the Company (the “Securities PurchaseAgreement”), and pursuant to the Note referred to therein.

 

The Company and thePurchaser hereby agree as follows:

 

Definitions.  Capitalized terms used and not otherwisedefined herein that are defined in the Securities Purchase Agreement shall havethe meanings given such terms in the Securities Purchase Agreement.  As used in this Agreement, the followingterms shall have the following meanings:

 

“Commission” means theSecurities and Exchange Commission.

 

“Common Stock” means sharesof the Company’s common stock, par value $0.01 per share.

 

“Effectiveness Date” meansthe 90th day following the date hereof.

 

“Effectiveness Period” shallhave the meaning set forth in Section 2(a).

 

“Exchange Act” means theSecurities Exchange Act of 1934, as amended, and any successor statute.

 

“Filing Date” means, withrespect to the Registration Statement required to be filed hereunder, a date nolater than thirty (30) days following the date upon which the principal amountof the Term Loan to the Company in original principal amount of $2,000,000 hasbeen funded to the Company.

 

“Holder” or “Holders” meansthe Purchaser or any of its affiliates or transferees to the extent any of themhold Registrable Securities.

 

“Indemnified Party” shallhave the meaning set forth in Section 5(c).

 

“Indemnifying Party” shall havethe meaning set forth in Section 5(c).

 

“Note” has the meaning setforth in the Securities Purchase Agreement.

 

“Proceeding” means anaction, claim, suit, investigation or proceeding (including, withoutlimitation, an investigation or partial proceeding, such as a deposition),whether commenced or threatened.

 

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“Prospectus” means theprospectus included in the Registration Statement (including, withoutlimitation, a prospectus that includes any information previously omitted froma prospectus filed as part of an effective registration statement in relianceupon Rule 430A promulgated under the Securities Act), as amended orsupplemented by any prospectus supplement, with respect to the terms of theoffering of any portion of the Registrable Securities covered by theRegistration Statement, and all other amendments and supplements to theProspectus, including post-effective amendments, and all material incorporatedby reference or deemed to be incorporated by reference in such Prospectus.

 

“Registrable Securities”means the shares of Common Stock issued upon the conversion of the Note.

 

“Registration Statement”means each registration statement required to be filed hereunder, including theProspectus, amendments and supplements to such registration statement orProspectus, including pre- and post-effective amendments, all exhibits thereto,and all material incorporated by reference or deemed to be incorporated byreference in such registration statement.

 

“Rule 144” means Rule 144promulgated by the Commission pursuant to the Securities Act, as such Rule maybe amended from time to time, or any similar rule or regulation hereafteradopted by the Commission having substantially the same effect as such Rule.

 

“Rule 415” means Rule 415promulgated by the Commission pursuant to the Securities Act, as such Rule maybe amended from time to time, or any similar rule or regulation hereafteradopted by the Commission having substantially the same effect as such Rule.

 

“Rule 424” means Rule 424promulgated by the Commission pursuant to the Securities Act, as such Rule maybe amended from time to time, or any similar rule or regulation hereafteradopted by the Commission having substantially the same effect as such Rule.

 

“Securities Act” means theSecurities Act of 1933, as amended, and any successor statute.

 

“Securities PurchaseAgreement” means the agreement between the parties hereto calling for theissuance by the Company of up to $2,000,000 of convertible Notes.

 

“Trading Market” means anyof the NASD OTC Bulletin Board, NASDAQ SmallCap Market, the Nasdaq NationalMarket, the American Stock Exchange or the New York Stock Exchange.

 

Registration.

 

On or prior to the Filing Date the Companyshall prepare and file with the Commission a Registration Statement coveringthe Registrable Securities for an offering to be made on a continuous basispursuant to Rule 415.  The RegistrationStatement shall be on Form S-3 (except if the Company is not then eligible toregister for resale the Registrable Securities on Form S-3, in which case suchregistration shall be on another appropriate form in accordance herewith).  The Company shall cause the RegistrationStatement to become effective and remain effective as provided herein.  The Company shall use its reasonable commercialefforts to cause the Registration Statement to be declared effective under theSecurities Act as promptly as possible after the filing thereof, but in anyevent no later than the Effectiveness Date. The Company shall use its reasonable commercial efforts to keep theRegistration Statement continuously effective under the Securities Act untilthe date which is the earlier date of when (i) all Registrable Securities havebeen sold or (ii) all Registrable Securities may be sold immediately

 

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without registration under the Securities Actand without volume restrictions pursuant to Rule 144(k), as determined by thecounsel to the Company pursuant to a written opinion letter to such effect,addressed and acceptable to the Company’s transfer agent and the affectedHolders (the  “Effectiveness Period”).

 

If: (i) the Registration Statement is notfiled on or prior to the Filing Date; (ii) the Registration Statement is notdeclared effective by the Commission by the Effectiveness Date; (iii) after theRegistration Statement is filed with and declared effective by the Commission,the Registration Statement ceases to be effective (by suspension or otherwise)as to all Registrable Securities to which it is required to relate at any timeprior to the expiration of the Effectiveness Period (without being succeededimmediately by an additional registration statement filed and declaredeffective) for a period of time which shall exceed 30 days in the aggregate peryear or more than 20 consecutive calendar days (defined as a period of 365 dayscommencing on the date the Registration Statement is declared effective); or(iv) the Common Stock is not listed or quoted, or is suspended from trading onany Trading Market for a period of three (3) consecutive Trading Days (providedthe Company shall not have been able to cure such trading suspension within 30days of the notice thereof or list the Common Stock on another Trading Market);(any such failure or breach being referred to as an “Event,” and for purposesof clause (i) or (ii) the date on which such Event occurs, or for purposes ofclause (iii) the date which such 30 day or 20 consecutive day period (as thecase may be) is exceeded, or for purposes of clause (iv) the date on which suchthree (3) Trading Day period is exceeded, being referred to as “Event Date”),then until the applicable Event is cured, the Company shall pay to each Holderan amount in cash, as liquidated damages and not as a penalty, equal to 1.0%for each thirty (30) day period (prorated for partial periods) on a daily basisof the original principal amount of the Note. While such Event continues, such liquidated damages shall be paid notless often than each thirty (30) days. Any unpaid liquidated damages as of the date when an Event has beencured by the Company shall be paid within three (3) days following the date onwhich such Event has been cured by the Company.

 

Registration Procedures.  If and whenever the Company is required bythe provisions hereof to effect the registration of any Registrable Securitiesunder the Securities Act, the Company will, as expeditiously as possible:

 

prepare and file with the Commission theRegistration Statement with respect to such Registrable Securities, respond aspromptly as possible to any comments received from the Commission, and use itsbest efforts to cause the Registration Statement to become and remain effectivefor the Effectiveness Period with respect thereto, and promptly provide to thePurchaser copies of all filings and Commission letters of comment relatingthereto;

 

prepare and file with the Commission suchamendments and supplements to the Registration Statement and the Prospectusused in connection therewith as may be necessary to comply with the provisionsof the Securities Act with respect to the disposition of all RegistrableSecurities covered by the Registration Statement and to keep such RegistrationStatement effective until the expiration of the Effectiveness Period;

 

furnish to the Purchaser such number ofcopies of the Registration Statement and the Prospectus included therein(including each preliminary Prospectus) as the Purchaser reasonably may requestto facilitate the public sale or disposition of the Registrable Securitiescovered by the Registration Statement;

 

use its commercially reasonable efforts toregister or qualify the Purchaser’s Registrable Securities covered by theRegistration Statement under the securities or “blue sky” laws of suchjurisdictions within the United States as the Purchaser may reasonably request,provided, however, that the Company shall not for any such purpose be requiredto qualify generally to transact business as a foreign corporation in anyjurisdiction where it is not so qualified or to consent to general service ofprocess in any such jurisdiction;

 

list the Registrable Securities covered bythe Registration Statement with any securities exchange on which the CommonStock of the Company is then listed;

 

immediately notify the Purchaser at any timewhen a Prospectus relating thereto is required to be delivered under theSecurities Act, of the happening of any event of which the Company hasknowledge as a result of which the Prospectus contained in such RegistrationStatement, as then in effect, includes an untrue statement of a material fact oromits to state a material fact required to be stated therein or necessary tomake the statements therein not misleading in light of the circumstances thenexisting; and

 

make available for inspection by thePurchaser and any attorney, accountant or other agent retained by thePurchaser, all publicly available, non-confidential financial and otherrecords, pertinent corporate documents and properties of the Company, and causethe Company’s officers, directors and employees to supply all publicly

 

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available, non-confidential informationreasonably requested by the attorney, accountant or agent of the Purchaser.

 

Registration Expenses.  All expenses relating to the Company’scompliance with Sections 2 and 3 hereof, including, without limitation, allregistration and filing fees, printing expenses, fees and disbursements ofcounsel and independent public accountants for the Company, fees and expenses(including reasonable counsel fees) incurred in connection with complying withstate securities or “blue sky” laws, fees of the NASD, transfer taxes, fees oftransfer agents and registrars, fees of, and disbursements incurred by, onecounsel for the Holders (to the extent such counsel is required due toCompany’s failure to meet any of its obligations hereunder), are called“Registration Expenses”. All selling commissions applicable to the sale ofRegistrable Securities, including any fees and disbursements of any specialcounsel to the Holders beyond those included in Registration Expenses, arecalled “Selling Expenses.”     The Companyshall only be responsible for all Registration Expenses.

 

Indemnification.

 

In the event of a registration of anyRegistrable Securities under the Securities Act pursuant to this Agreement, theCompany will indemnify and hold harmless the Purchaser, and its officers,directors and each other person, if any, who controls the Purchaser within themeaning of the Securities Act, against any losses, claims, damages orliabilities, joint or several, to which the Purchaser, or such persons maybecome subject under the Securities Act or otherwise, insofar as such losses,claims, damages or liabilities (or actions in respect thereof) arise out of orare based upon any untrue statement or alleged untrue statement of any materialfact contained in any Registration Statement under which such RegistrableSecurities were registered under the Securities Act pursuant to this Agreement,any preliminary Prospectus or final Prospectus contained therein, or anyamendment or supplement thereof, or arise out of or are based upon the omissionor alleged omission to state therein a material fact required to be statedtherein or necessary to make the statements therein not misleading, and willreimburse the Purchaser, and each such person for any reasonable legal or otherexpenses incurred by them in connection with investigating or defending anysuch loss, claim, damage, liability or action; provided, however, that theCompany will not be liable in any such case if and to the extent that any suchloss, claim, damage or liability arises out of or is based upon an untruestatement or alleged untrue statement or omission or alleged omission so madein conformity with information furnished by or on behalf of the Purchaser orany such person in writing specifically for use in any such document.

 

In the event of a registration of theRegistrable Securities under the Securities Act pursuant to this Agreement, thePurchaser will indemnify and hold harmless the Company, and its officers,directors and each other person, if any, who controls the Company within themeaning of the Securities Act, against all losses, claims, damages orliabilities, joint or several, to which the Company or such persons may becomesubject under the Securities Act or otherwise, insofar as such losses, claims,damages or liabilities (or actions in respect thereof) arise out of or arebased upon any untrue statement or alleged untrue statement of any materialfact which was furnished in writing by the Purchaser to the Company expresslyfor use in (and such information is contained in) the Registration Statementunder which such Registrable Securities were registered under the SecuritiesAct pursuant to this Agreement, any preliminary Prospectus or final Prospectuscontained therein, or any amendment or supplement thereof, or arise out of orare based upon the omission or alleged omission to state therein a materialfact required to be stated therein or necessary to make the statements thereinnot misleading, and will reimburse the Company and each such person for anyreasonable legal or other expenses incurred by them in connection withinvestigating or defending any such loss, claim, damage, liability or action,provided, however, that the Purchaser will be liable in any such case if andonly to the extent that any such loss, claim, damage or liability arises out ofor is based upon an untrue statement or alleged untrue statement or omission oralleged omission so made in conformity with information furnished in writing tothe Company by or on behalf of the Purchaser specifically for use in any suchdocument.  Notwithstanding theprovisions of this paragraph, the Purchaser shall not be required to indemnifyany person or entity in excess of the amount of the aggregate net proceedsreceived by the Purchaser in respect of Registrable Securities in connectionwith any such registration under the Securities Act.

 

Promptly after receipt by a party entitled toclaim indemnification hereunder (an “Indemnified Party”) of notice of thecommencement of any action, such Indemnified Party shall, if a claim forindemnification in respect thereof is to be made against a party heretoobligated to indemnify such Indemnified Party (an “Indemnifying Party”), notifythe Indemnifying Party in writing thereof, but the omission so to notify theIndemnifying Party shall not relieve it from any liability which it may have tosuch Indemnified Party other than under this Section 5(c) and shall onlyrelieve it from any liability which it may have to such Indemnified Party underthis Section 5(c) if and to the

 

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extent the Indemnifying Party is prejudicedby such omission. In case any such action shall be brought against anyIndemnified Party and it shall notify the Indemnifying Party of thecommencement thereof, the Indemnifying Party shall be entitled to participatein and, to the extent it shall wish, to assume and undertake the defensethereof with counsel satisfactory to such Indemnified Party, and, after noticefrom the Indemnifying Party to such Indemnified Party of its election so toassume and undertake the defense thereof, the Indemnifying Party shall not beliable to such Indemnified Party under this Section 5(c) for any legalexpenses subsequently incurred by such Indemnified Party in connection with thedefense thereof; if the Indemnified Party retains its own counsel, then theIndemnified Party shall pay all fees, costs and expenses of such counsel,provided, however, that, if the defendants in any such action include both theindemnified party and the Indemnifying Party and the Indemnified Party shallhave reasonably concluded that there may be reasonable defenses available to itwhich are different from or additional to those available to the IndemnifyingParty or if the interests of the Indemnified Party reasonably may be deemed toconflict with the interests of the Indemnifying Party, the Indemnified Partyshall have the right to select one separate counsel and to assume such legaldefenses and otherwise to participate in the defense of such action, with thereasonable expenses and fees of such separate counsel and other expensesrelated to such participation to be reimbursed by the Indemnifying Party asincurred.

 

In order to provide for just and equitablecontribution in the event of joint liability under the Securities Act in anycase in which either (i) the Purchaser, or any officer, director or controllingperson of the Purchaser, makes a claim for indemnification pursuant to thisSection 5 but it is judicially determined (by the entry of a final judgmentor decree by a court of competent jurisdiction and the expiration of time toappeal or the denial of the last right of appeal) that such indemnification maynot be enforced in such case notwithstanding the fact that this Section 5provides for indemnification in such case, or (ii) contribution under theSecurities Act may be required on the part of the Purchaser or such officer,director or controlling person of the Purchaser in circumstances for whichindemnification is provided under this Section 5; then, and in each suchcase, the Company and the Purchaser will contribute to the aggregate losses,claims, damages or liabilities to which they may be subject (after contributionfrom others) in such proportion so that the Purchaser is responsible only for theportion represented by the percentage that the public offering price of itssecurities offered by the Registration Statement bears to the public offeringprice of all securities offered by such Registration Statement, provided,however, that, in any such case, (A) the Purchaser will not be required tocontribute any amount in excess of the public offering price of all suchsecurities offered by it pursuant to such Registration Statement; and (B) noperson or entity guilty of fraudulent misrepresentation (within the meaning ofSection 10(f) of the Act) will be entitled to contribution from any personor entity who was not guilty of such fraudulent misrepresentation.

 

Representations andWarranties.

 

The Common Stock of the Company is registeredpursuant to Section 12(b) or 12(g) of the Exchange Act and, except withrespect to certain matters which the Company has disclosed to the Purchaser onSchedule 4.21 to the Securities Purchase Agreement, the Company has timelyfiled all proxy statements, reports, schedules, forms, statements and otherdocuments required to be filed by it under the Exchange Act.  The Company has filed (i) its Annual Reporton Form 10-K for the fiscal year ended December 31, 2002 and (ii) itsQuarterly Report on Form 10-Q for the fiscal quarters ended March 29,2003, June 28, 2003, and September 27, 2003 and all Current Reportson Form 8-K that the Company were required to file (collectively, the “SECReports”).  Each SEC Report was, at thetime of its filing, in substantial compliance with the requirements of itsrespective form and none of the SEC Reports, nor the financial statements (andthe notes thereto) included in the SEC Reports, as of their respective filingdates, contained any untrue statement of a material fact or omitted to state amaterial fact required to be stated therein or necessary to make the statementstherein, in light of the circumstances under which they were made, notmisleading.  The financial statements ofthe Company included in the SEC Reports comply as to form in all materialrespects with applicable accounting requirements and the published rules andregulations of the Commission or other applicable rules and regulations withrespect thereto.  Such financialstatements have been prepared in accordance with generally accepted accountingprinciples (“GAAP”) applied on a consistent basis during the periods involved(except (i) as may be otherwise indicated in such financial statements or thenotes thereto or (ii) in the case of unaudited interim statements, to theextent they may not include footnotes or may be condensed) and fairly presentin all material respects the financial condition, the results of operations andthe cash flows of the Company and its subsidiaries, on a consolidated basis, asof, and for, the periods presented in each such SEC Report.

 

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The Common Stock is listed for trading on theNational  Association  of Securities Dealers,  Inc. Overthe Counter Bulletin Board (“NASD OTCBB”) and satisfies all requirements forthe continuation of such listing.  TheCompany has not received any notice that its Common Stock will be delisted fromthe NASD OTCBB (except for prior notices which have been fully remedied) orthat the Common Stock does not meet all requirements for the continuation ofsuch listing.

 

Neither the Company, nor any of itsaffiliates, nor any person acting on its or their behalf, has directly orindirectly made any offers or sales of any security or solicited any offers tobuy any security under circumstances that would cause the offering of theSecurities pursuant to the Securities Purchase Agreement to be integrated withprior offerings by the Company for purposes of the Securities Act which wouldprevent the Company from selling the Common Stock pursuant to Rule 506 under theSecurities Act, or any applicable exchange-related stockholder approvalprovisions, nor will the Company or any of its affiliates or subsidiaries takeany action or steps that would cause the offering of the Securities to beintegrated with other offerings.

 

The Note and the shares of Common Stock whichthe Purchaser may acquire pursuant to the Note are all restricted securitiesunder the Securities Act as of the date of this Agreement.  The Company will not issue any stop transferorder or other order impeding the sale and delivery of any of the RegistrableSecurities at such time as such Registrable Securities are registered forpublic sale or an exemption from registration is available, except as requiredby federal or state securities laws.

 

The Company understands the nature of theRegistrable Securities issuable upon the conversion of the Note and recognizesthat the issuance of such Registrable Securities may have a potential dilutiveeffect.  The Company specificallyacknowledges that its obligation to issue the Registrable Securities is bindingupon the Company and enforceable regardless of the dilution such issuance mayhave on the ownership interests of other shareholders of the Company.

 

Except for agreements made in the ordinarycourse of business, there is no agreement that has not been filed with theCommission as an exhibit to a registration statement or to a form required tobe filed by the Company under the Exchange Act, the breach of which couldreasonably be expected to have a material and adverse effect on the Company andits subsidiaries, or would prohibit or otherwise interfere with the ability ofthe Company to enter into and perform any of its obligations under thisAgreement in any material respect.

 

The Company will at all times have authorizedand reserved a sufficient number of shares of Common Stock for the fullconversion of the Note.

 

Miscellaneous.

 

Remedies.  In the event of a breach by the Company orby a Holder, of any of their respective obligations under this Agreement, each Holderor the Company, as the case may be, in addition to being entitled to exerciseall rights granted by law and under this Agreement, including recovery ofdamages, will be entitled to specific performance of its rights under thisAgreement.

 

No Piggyback onRegistrations.  Except asand to the extent specified in Schedule 7(b) hereto, neither the Companynor any of its security holders (other than the Holders in such capacitypursuant hereto) may include securities of the Company in any Registration Statementother than the Registrable Securities, and the Company shall not after the datehereof enter into any agreement providing any such right for inclusion ofshares in the Registration Statement to any of its security holders. Except asand to the extent specified in Schedule 7(b) hereto, the Company has notpreviously entered into any agreement granting any registration rights withrespect to any of its securities to any Person that have not been fullysatisfied.

 

Compliance.  Each Holder covenants and agrees that itwill comply with the prospectus delivery requirements of the Securities Act asapplicable to it in connection with sales of Registrable Securities pursuant tothe Registration Statement.

 

Discontinued Disposition.  Each Holder agrees by its acquisition ofsuch Registrable Securities that, upon receipt of a notice from the Company ofthe occurrence of a Discontinuation Event (as defined below), such Holder willforthwith discontinue disposition of such Registrable Securities under theapplicable Registration Statement until such Holder’s receipt of the copies ofthe supplemented Prospectus and/or amended Registration Statement or until itis advised in writing (the “Advice”) by the Company that the use of theapplicable Prospectus may be resumed, and, in either case, has received copiesof any additional or supplemental filings that are incorporated or deemed to beincorporated by reference in such Prospectus or Registration Statement. TheCompany may provide appropriate stop orders to enforce the provisions of thisparagraph.  For purposes of thisSection 7(d), a

 

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“Discontinuation Event” shall mean (i) whenthe Commission notifies the Company whether there will be a “review” of suchRegistration Statement and whenever the Commission comments in writing on suchRegistration Statement (the Company shall provide true and complete copiesthereof and all written responses thereto to each of the Holders); (ii) anyrequest by the Commission or any other Federal or state governmental authorityfor amendments or supplements to such Registration Statement or Prospectus orfor additional information; (iii) the issuance by the Commission of any stoporder suspending the effectiveness of such Registration Statement covering anyor all of the Registrable Securities or the initiation of any Proceedings forthat purpose; (iv) the receipt by the Company of any notification with respectto the suspension of the qualification or exemption from qualification of anyof the Registrable Securities for sale in any jurisdiction, or the initiationor threatening of any Proceeding for such purpose; and/or (v) the occurrence ofany event or passage of time that makes the financial statements included insuch Registration Statement ineligible for inclusion therein or any statementmade in such Registration Statement or Prospectus or any document incorporatedor deemed to be incorporated therein by reference untrue in any materialrespect or that requires any revisions to such Registration Statement,Prospectus or other documents so that, in the case of such RegistrationStatement or Prospectus, as the case may be, it will not contain any untruestatement of a material fact or omit to state any material fact required to bestated therein or necessary to make the statements therein, in light of thecircumstances under which they were made, not misleading.

 

Piggy-Back Registrations.  If at any time during the EffectivenessPeriod there is not an effective Registration Statement covering all of theRegistrable Securities and the Company shall determine to prepare and file withthe Commission a registration statement relating to an offering for its ownaccount or the account of others under the Securities Act of any of its equitysecurities, other than on Form S-4 or Form S-8 (each as promulgated under theSecurities Act) or their then equivalents relating to equity securities to beissued solely in connection with any acquisition of any entity or business orequity securities issuable in connection with stock option or other employeebenefit plans, then the Company shall send to each Holder written notice ofsuch determination and, if within fifteen days after receipt of such notice,any such Holder shall so request in writing, the Company shall include in suchregistration statement all or any part of such Registrable Securities suchholder requests to be registered to the extent the Company may do so withoutviolating registration rights of others which exist as of the date of thisAgreement, subject to customary underwriter cutbacks applicable to all holdersof registration rights and subject to obtaining any required the consent of anyselling stockholder(s) to such inclusion under such registration statement.

 

Amendments and Waivers.  The provisions of this Agreement, includingthe provisions of this sentence, may not be amended, modified or supplemented,and waivers or consents to departures from the provisions hereof may not begiven, unless the same shall be in writing and signed by the Company and theHolders of the then outstanding Registrable Securities. Notwithstanding theforegoing, a waiver or consent to depart from the provisions hereof withrespect to a matter that relates exclusively to the rights of certain Holdersand that does not directly or indirectly affect the rights of other Holders maybe given by Holders of at least a majority of the Registrable Securities towhich such waiver or consent relates; provided, however, that the provisions ofthis sentence may not be amended, modified, or supplemented except inaccordance with the provisions of the immediately preceding sentence.

 

Notices.  Any notice or request hereunder may be givento the Company or the Purchaser at the respective addresses set forth below oras may hereafter be specified in a notice designated as a change of addressunder this Section 7(g).  Anynotice or request hereunder shall be given by registered or certified mail,return receipt requested, hand delivery, overnight mail, Federal Express or othernational overnight next day carrier (collectively, “Courier”) or telecopy(confirmed by mail).  Notices andrequests shall be, in the case of those by hand delivery, deemed to have beengiven when delivered to any party to whom it is addressed, in the case of thoseby mail or overnight mail, deemed to have been given three (3) business daysafter the date when deposited in the mail or with the overnight mail carrier,in the case of a Courier, the next business day following timely delivery ofthe package with the Courier, and, in the case of a telecopy, whenconfirmed.  The address for such noticesand communications shall be as follows:

 

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| If to the Company:                                          | Micro Component  Technology, Inc.  2340 West County Road C,  St. Paul, Minnesota 55113-2528  Attention: Chief Financial Officer  Telephone:  (651) 697-4000  Facsimile:       |
|-------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                        |                                                                                                                                                                               |
|                                                        | with a copy to:                                                                                                                                                                    |
|                                                        |                                                                                                                                                                               |
|                                                        | Best & Flanagan, LLP  225 South Sixth St., Suite 4000,  Minneapolis, Minnesota 55402  Attention: James C. Diracles, Esq.  Telephone: (612) 339-7121  Facsimile: (612) 339-5897 |
|                                                        |                                                                                                                                                                               |
| If to a Purchaser:                                          | To the address set forth  under such Purchaser  name on the signature pages hereto.                                                                                                |
|                                                        |                                                                                                                                                                               |
| If to any other Person who  is  then the registered Holder: | To the address of such Holder as it appears in  the stock transfer books of the Company                                                                                            |

 

or such other address as maybe designated in writing hereafter in accordance with this Section 7(g) bysuch Person.

 

Successors and Assigns.  This Agreement shall inure to the benefit ofand be binding upon the successors and permitted assigns of each of the partiesand shall inure to the benefit of each Holder. The Company may not assign itsrights or obligations hereunder without the prior written consent of eachHolder.  Each Holder may assign theirrespective rights hereunder in the manner and to the Persons as permitted underthe Notes and the Security Agreement with the prior written consent of theCompany, which consent shall not be unreasonably withheld.

 

Execution and Counterparts.  This Agreement may be executed in any numberof counterparts, each of which when so executed shall be deemed to be anoriginal and, all of which taken together shall constitute one and the sameAgreement. In the event that any signature is delivered by facsimiletransmission, such signature shall create a valid binding obligation of theparty executing (or on whose behalf such signature is executed) the same withthe same force and effect as if such facsimile signature were the originalthereof.

 

Governing Law.  All questions concerning the construction,validity, enforcement and interpretation of this Agreement shall be governed byand construed and enforced in accordance with the internal laws of the State ofNew York, without regard to the principles of conflicts of law thereof. Eachparty agrees that all Proceedings concerning the interpretations, enforcementand defense of the transactions contemplated by this Agreement shall becommenced exclusively in the state and federal courts sitting in the City ofNew York, Borough of Manhattan. Each party hereto hereby irrevocably submits tothe exclusive jurisdiction of the state and federal courts sitting in the Cityof New York, Borough of Manhattan for the adjudication of any dispute hereunderor in connection herewith or with any transaction contemplated hereby ordiscussed herein, and hereby irrevocably waives, and agrees not to assert inany Proceeding, any claim that it is not personally subject to the jurisdictionof any such court, that such Proceeding is improper.  Each party hereto hereby irrevocably waives personal service ofprocess and consents to process being served in any such Proceeding by mailinga copy thereof via registered or certified mail or overnight delivery (withevidence of delivery) to such party at the address in effect for notices to itunder

 

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this Agreement and agrees that such serviceshall constitute good and sufficient service of process and notice thereof.Nothing contained herein shall be deemed to limit in any way any right to serveprocess in any manner permitted by law. Each party hereto hereby irrevocably waives,to the fullest extent permitted by applicable law, any and all right to trialby jury in any legal proceeding arising out of or relating to this Agreement orthe transactions contemplated hereby. If either party shall commence aProceeding to enforce any provisions of a Transaction Document, then theprevailing party in such Proceeding shall be reimbursed by the other party forits reasonable attorneys fees and other costs and expenses incurred with theinvestigation, preparation and prosecution of such Proceeding.

 

Cumulative Remedies.  The remedies provided herein are cumulativeand not exclusive of any remedies provided by law.

 

Severability.  If any term, provision, covenant orrestriction of this Agreement is held by a court of competent jurisdiction tobe invalid, illegal, void or unenforceable, the remainder of the terms,provisions, covenants and restrictions set forth herein shall remain in fullforce and effect and shall in no way be affected, impaired or invalidated, andthe parties hereto shall use their reasonable efforts to find and employ analternative means to achieve the same or substantially the same result as thatcontemplated by such term, provision, covenant or restriction. It is herebystipulated and declared to be the intention of the parties that they would haveexecuted the remaining terms, provisions, covenants and restrictions withoutincluding any of such that may be hereafter declared invalid, illegal, void orunenforceable.

 

Headings.  The headings in this Agreement are for convenienceof reference only and shall not limit or otherwise affect the meaning hereof.

 

[BALANCEOF PAGE INTENTIONALLY LEFT BLANK;SIGNATURE PAGE FOLLOWS]

 

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IN WITNESS WHEREOF, theparties have executed this Registration Rights Agreement as of the date firstwritten above.

 
| MICRO COMPONENT  TECHNOLOGY, INC. | LAURUS MASTER FUND, LTD. |
|-----------------------------------|--------------------------|
|                              |                     |
|                              |                     |
| By:                               | /s/ Thomas P. Maun       |   | By: | /s/ Eugene Grin |   |
| Name:                             |                     |   | Name: |   |   |
| Title:                            | CFO                      |   | Title: | Director |   |
|                              |                     |   |
|                              |                     | Address for Notices: |
|                              |                     |   |
|                              |                     | 825 Third Avenue—14th  Floor New York, NY  10022 |
|                              |                     | Attention: | John E. Tucker, Esq. |
|                              |                     | Facsimile: | 212-541-4434 |
|                                   |                          |  |  |  |  |  |

 

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EXHIBITA

 

[             ,2004]

 

[                  StockTransfer    & Trust Company

[Address]

Attn:[                                     ]

 

 

Re:          MicroComponent Technology, Inc. Registration Statement on Form [S-3]

 

Ladies and Gentlemen:

 

As counsel to[company name], a Minnesota corporation (the “Company”), we have been requested to render ouropinion to you in connection with the resale by the individuals or entitleslisted on Schedule A attached hereto (the “Selling Stockholders”), of anaggregate of [amount]shares (the “Shares”) of the Company’s Common Stock.

 

A Registration Statement onForm [S-3] under the Securities Act of 1933, as amended (the “Act”), withrespect to the resale of the Shares was declared effective by the Securitiesand Exchange Commission on [date]. Enclosed is the Prospectus dated [date].  We understand that the Shares are to be offered and sold in themanner described in the Prospectus.

 

Based upon the foregoing,upon request by the Selling Stockholders at any time while the registrationstatement remains effective, it is our opinion that the Shares have beenregistered for resale under the Act and new certificates evidencing the Sharesupon their transfer or re-registration by the Selling Stockholders may beissued without restrictive legend.  Wewill advise you if the registration statement is not available or effective atany point in the future.

 

Verytruly yours,

 

[Companycounsel]

 

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Schedule A

 
| **Selling Stockholder** |   | **R/N/O** |   | **Shares  Being Offered** |   |
|-------------------------|--------|-----------|--------|---------------------------|--------|

 

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