RELATED AGREEMENT,
THE PREVAILING PARTY IN SUCH DISPUTE SHALL BE ENTITLED TO RECOVER FROM THE
LOSING PARTY ALL FEES, COSTS AND EXPENSES OF ENFORCING ANY RIGHT OF SUCH
PREVAILING PARTY UNDER OR WITH RESPECT TO THIS AGREEMENT AND/OR SUCH RELATED
AGREEMENT, INCLUDING, WITHOUT LIMITATION, SUCH REASONABLE FEES AND EXPENSES OF
ATTORNEYS AND ACCOUNTANTS, WHICH SHALL INCLUDE, WITHOUT LIMITATION, ALL FEES,
COSTS AND EXPENSES OF APPEALS.
12.10
TITLES AND SUBTITLES.
THE TITLES OF THE SECTIONS AND SUBSECTIONS OF
THIS AGREEMENT ARE FOR CONVENIENCE OF REFERENCE ONLY AND ARE NOT TO BE
CONSIDERED IN CONSTRUING THIS AGREEMENT.
12.11
FACSIMILE SIGNATURES; COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED
BY FACSIMILE SIGNATURES AND IN ANY NUMBER OF COUNTERPARTS, EACH OF WHICH SHALL
BE AN ORIGINAL, BUT ALL OF WHICH TOGETHER SHALL CONSTITUTE ONE AGREEMENT.
12.12
BROKER'S FEES.
EXCEPT AS SET FORTH ON SCHEDULE 11.12 HEREOF, EACH
PARTY HERETO REPRESENTS AND WARRANTS THAT NO AGENT, BROKER, INVESTMENT BANKER,
PERSON OR FIRM ACTING ON BEHALF OF OR UNDER THE AUTHORITY OF SUCH PARTY HERETO
IS OR WILL BE ENTITLED TO ANY BROKER'S OR FINDER'S FEE OR ANY OTHER COMMISSION
DIRECTLY OR INDIRECTLY IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREIN.
EACH PARTY HERETO FURTHER AGREES TO INDEMNIFY EACH OTHER PARTY FOR ANY
30
claims, losses or expenses incurred by such other party as a result of the
representation in this Section 11.12 being untrue.
12.13
CONSTRUCTION.
EACH PARTY ACKNOWLEDGES THAT ITS LEGAL COUNSEL
PARTICIPATED IN THE PREPARATION OF THIS AGREEMENT AND THE RELATED AGREEMENTS
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 AGREEMENT OR ANY RELATED AGREEMENT TO FAVOR ANY PARTY
AGAINST THE OTHER.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK
31
IN WITNESS WHEREOF, the parties hereto have executed the SECURITIES PURCHASE
AGREEMENT as of the date set forth in the first paragraph hereof.
COMPANY:
PURCHASER:
MICRO COMPONENT TECHNOLOGY, INC.
LAURUS MASTER FUND, LTD.
By:
/s/ Roger Gower
By:
/s/ David Grin
Name:
Roger Gower
Name:
David Grin
Title:
Chief Executive Officer
Title:
Director
32
EXHIBIT A
FORM OF SECURED TERM NOTE
A-1
EXHIBIT B
FORM OF WARRANT
B-1
EXHIBIT C
FORM OF OPINION
1.
The Company and each of its Subsidiaries is a corporation duly
incorporated, validly existing and in good standing under the laws of the
jurisdiction of its formation and has all requisite corporate power and
authority to own, operate and lease its properties and to carry on its business
as it is now being conducted.
2.
Each of the Company and each of its Subsidiaries has the
requisite corporate power and authority to execute, deliver and perform its
obligations under the Agreement and the Related Agreements.
All corporate
action on the part of the Company and each of its Subsidiaries and its officers,
directors and stockholders necessary has been taken for:
(i) the authorization
of the Agreement and the Related Agreements and the performance of all
obligations