EXHIBIT 10.7
MASTER SECURITY AGREEMENT
To:
LV Administrative Services, Inc., as Agent
c/o Valens Capital Management,
LLC
335 Madison Avenue, 10th Floor
New York, NY 10017
Date: July 31, 2008
To Whom It May Concern:
TO SECURE THE PAYMENT OF ALL OBLIGATIONS (AS HEREAFTER DEFINED), MICRO COMPONENT
TECHNOLOGY, INC., A MINNESOTA CORPORATION (THE "COMPANY"), EACH OF THE OTHER
UNDERSIGNED PARTIES (OTHER THAN THE AGENT (AS DEFINED BELOW)) AND EACH OTHER
ENTITY THAT IS REQUIRED TO ENTER INTO THIS MASTER SECURITY AGREEMENT (EACH AN
"ASSIGNOR" AND, COLLECTIVELY, THE "ASSIGNORS") HEREBY ASSIGNS AND GRANTS TO THE
AGENT, FOR THE RATABLE BENEFIT OF THE CREDITOR PARTIES (AS DEFINED IN THE
SECURITIES PURCHASE AGREEMENT REFERRED TO BELOW), A CONTINUING SECURITY INTEREST
IN ALL OF THE FOLLOWING PROPERTY NOW OWNED OR AT ANY TIME HEREAFTER ACQUIRED BY
SUCH ASSIGNOR, OR IN WHICH SUCH ASSIGNOR NOW HAS OR AT ANY TIME IN THE FUTURE
MAY ACQUIRE ANY RIGHT, TITLE OR INTEREST (THE "COLLATERAL"): ALL CASH, CASH
EQUIVALENTS, ACCOUNTS, ACCOUNTS RECEIVABLE, DEPOSIT ACCOUNTS (INCLUDING, WITHOUT
LIMITATION, THE RESTRICTED ACCOUNT (THE "RESTRICTED ACCOUNT") MAINTAINED AT
CAPITAL ONE, N.A. (ACCOUNT NAME: MICRO COMPONENT TECHNOLOGY, INC., ACCOUNT
NUMBER: 7017213614) REFERRED TO IN THE RESTRICTED ACCOUNT AGREEMENT), INVENTORY,
EQUIPMENT, GOODS, FIXTURES, DOCUMENTS, INSTRUMENTS (INCLUDING, WITHOUT
LIMITATION, PROMISSORY NOTES), CONTRACT RIGHTS, COMMERCIAL TORT CLAIMS SET FORTH
ON SCHEDULE B ATTACHED HERETO, GENERAL INTANGIBLES (INCLUDING, WITHOUT
LIMITATION, PAYMENT INTANGIBLES AND AN ABSOLUTE RIGHT TO LICENSE ON TERMS NO
LESS FAVORABLE THAN THOSE CURRENT IN EFFECT AMONG SUCH ASSIGNOR'S AFFILIATES),
CHATTEL PAPER, SUPPORTING OBLIGATIONS, INVESTMENT PROPERTY (INCLUDING, WITHOUT
LIMITATION, ALL PARTNERSHIP INTERESTS, LIMITED LIABILITY COMPANY MEMBERSHIP
INTERESTS AND ALL OTHER EQUITY INTERESTS OWNED BY ANY ASSIGNOR),
LETTER-OF-CREDIT RIGHTS, TRADEMARKS, TRADEMARK APPLICATIONS, TRADESTYLES,
PATENTS, PATENT APPLICATIONS, COPYRIGHTS, COPYRIGHT APPLICATIONS AND OTHER
INTELLECTUAL PROPERTY IN WHICH SUCH ASSIGNOR NOW HAS OR HEREAFTER MAY ACQUIRE
ANY RIGHT, TITLE OR INTEREST, ALL PROCEEDS AND PRODUCTS THEREOF (INCLUDING,
WITHOUT LIMITATION, PROCEEDS OF INSURANCE) AND ALL ADDITIONS, ACCESSIONS AND
SUBSTITUTIONS THERETO OR THEREFOR.
EXCEPT AS OTHERWISE DEFINED HEREIN, ALL
CAPITALIZED TERMS USED HEREIN SHALL HAVE THE MEANINGS PROVIDED SUCH TERMS IN
THAT CERTAIN SECURITIES PURCHASE AGREEMENT DATED AS OF THE DATE HEREOF (AS
AMENDED, RESTATED, MODIFIED AND/OR SUPPLEMENTED FROM TIME TO TIME, THE "PURCHASE
AGREEMENT") BY AND AMONG THE COMPANY, THE PURCHASERS PARTY THERETO AND LV
ADMINISTRATIVE SERVICES, INC., AS ADMINISTRATIVE AND COLLATERAL AGENT FOR THE
PURCHASERS (THE "AGENT").
ALL ITEMS OF COLLATERAL WHICH ARE DEFINED IN THE UCC
SHALL HAVE THE MEANINGS SET FORTH IN THE UCC.
FOR PURPOSES HEREOF, THE TERM
"UCC" MEANS THE UNIFORM COMMERCIAL CODE AS THE SAME MAY, FROM TIME TO TIME, BE
IN EFFECT IN THE STATE OF NEW YORK; PROVIDED, THAT IN THE EVENT THAT, BY REASON
OF MANDATORY PROVISIONS OF LAW, ANY OR ALL OF THE ATTACHMENT, PERFECTION OR
PRIORITY OF, OR REMEDIES WITH RESPECT TO, THE AGENT'S SECURITY INTEREST IN ANY
COLLATERAL IS GOVERNED BY THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN A
JURISDICTION OTHER
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THAN THE STATE OF NEW YORK, THE TERM "UCC" SHALL MEAN THE UNIFORM