SHARES ACQUIRED BY IT UPON THE EXERCISE OF THE
WARRANT, RESPECTIVELY.
THE PURCHASER FURTHER CONFIRMS THAT IT HAS HAD AN
OPPORTUNITY TO ASK QUESTIONS AND RECEIVE ANSWERS FROM THE COMPANY REGARDING THE
COMPANY'S AND ITS SUBSIDIARIES' BUSINESS, MANAGEMENT AND FINANCIAL AFFAIRS AND
THE TERMS AND CONDITIONS OF THE OFFERING, THE NOTE, THE WARRANT AND THE
SECURITIES AND TO OBTAIN ADDITIONAL INFORMATION (TO THE EXTENT THE COMPANY
POSSESSED SUCH INFORMATION OR COULD ACQUIRE IT WITHOUT UNREASONABLE EFFORT OR
EXPENSE) NECESSARY TO VERIFY ANY INFORMATION FURNISHED TO THE PURCHASER OR TO
WHICH THE PURCHASER HAD ACCESS.
6.4
THE PURCHASER BEARS ECONOMIC RISK.
THE PURCHASER HAS SUBSTANTIAL
EXPERIENCE IN EVALUATING AND INVESTING IN PRIVATE PLACEMENT TRANSACTIONS OF
SECURITIES IN COMPANIES SIMILAR TO THE COMPANY SO THAT IT IS CAPABLE OF
EVALUATING THE MERITS AND RISKS OF ITS INVESTMENT IN THE COMPANY AND HAS THE
CAPACITY TO PROTECT ITS OWN INTERESTS.
THE PURCHASER MUST BEAR THE ECONOMIC
RISK OF THIS INVESTMENT UNTIL THE SECURITIES ARE SOLD PURSUANT TO: (I) AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT; OR (II) AN EXEMPTION
FROM REGISTRATION IS AVAILABLE WITH RESPECT TO SUCH SALE.
6.5
ACQUISITION FOR OWN ACCOUNT.
THE PURCHASER IS ACQUIRING THE NOTE
AND WARRANT AND THE WARRANT SHARES FOR THE PURCHASER'S OWN ACCOUNT FOR
INVESTMENT ONLY, AND NOT AS A NOMINEE OR AGENT AND NOT WITH A VIEW TOWARDS OR
FOR RESALE IN CONNECTION WITH THEIR DISTRIBUTION.
6.6
THE PURCHASER CAN PROTECT ITS INTEREST.
THE PURCHASER REPRESENTS
THAT BY REASON OF ITS, OR OF ITS MANAGEMENT'S, BUSINESS AND FINANCIAL
EXPERIENCE, THE PURCHASER HAS THE CAPACITY TO EVALUATE THE MERITS AND RISKS OF
ITS INVESTMENT IN THE NOTE, THE WARRANT AND THE SECURITIES AND TO PROTECT ITS
OWN INTERESTS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT
AND THE RELATED AGREEMENTS.
FURTHER, THE PURCHASER IS AWARE OF NO PUBLICATION
OF ANY ADVERTISEMENT IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED IN THE
AGREEMENT OR THE RELATED AGREEMENTS.
15
6.7
ACCREDITED INVESTOR.
THE PURCHASER REPRESENTS THAT IT IS AN
ACCREDITED INVESTOR WITHIN THE MEANING OF REGULATION D UNDER THE SECURITIES ACT.
6.8
LEGENDS.
(A)
THE WARRANT SHARES, IF NOT ISSUED BY DWAC SYSTEM (AS HEREINAFTER
DEFINED), SHALL BEAR A LEGEND WHICH SHALL BE IN SUBSTANTIALLY THE FOLLOWING FORM
UNTIL SUCH SHARES ARE COVERED BY AN EFFECTIVE REGISTRATION STATEMENT FILED WITH
THE SEC:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.
THESE SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND
APPLICABLE STATE LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO MICRO
COMPONENT TECHNOLOGY, INC. THAT SUCH REGISTRATION IS NOT REQUIRED."
(B)
THE WARRANT SHALL BEAR SUBSTANTIALLY THE FOLLOWING LEGEND:
"THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
APPLICABLE STATE SECURITIES LAWS.
THIS WARRANT AND THE COMMON SHARES