Exhibit 10.5
RESTRICTED ACCOUNT
AGREEMENT
This Restricted Account Agreement
(this “Agreement”) is entered into this 29
th day of March 2007, by and among NORTH FORK
BANK, a New York banking corporation with offices at 275
Broadhollow Road, Melville, New York 11747 (together with its
successors and assigns, the “Bank”), MICRO COMPONENT
TECHNOLOGY, INC., a Minnesota corporation with offices at 2340 West
County Road C, St. Paul, MN 55113-2528 (together with its
successors and assigns, the “Company”), and LAURUS
MASTER FUND, LTD., a Cayman Islands corporation with offices at c/o
M&C Corporate Services Limited, P.O. Box 309 GT, Ugland House,
South Church Street, George Town, Grand Cayman, Cayman Islands
(together with its successors and assigns,
“Laurus”). Unless otherwise defined herein,
capitalized terms used herein shall have the meaning provided such
terms in the Purchase Agreement referred to below.
WHEREAS, Laurus has provided
financing to the Company, which financing is evidenced by a
Securities Purchase Agreement (as amended, modified or supplemented
from time to time, the “Purchase Agreement”) and the
Related Agreements referred to therein;
WHEREAS, the Company and Laurus have
retained the Bank to provide certain services with respect to the
Restricted Account (as defined below); and
WHERERAS, the Company and Laurus
have agreed that an amount of cash equal to $964,500 shall be
deposited by Laurus on behalf of the Company by wire transfer of
immediately available funds into the Restricted Account, which cash
shall be held by the Bank for the benefit of Laurus, as security
for the Company’s and its Subsidiaries’ obligations
under the Purchase Agreement and the Related Agreements. For
the purposes of this Agreement, the “Restricted
Account” shall mean that certain deposit account (as defined
in Section 9-102 of the Uniform Commercial Code as in effect in the
State of New York on the date hereof) described on Exhibit B
hereto, which Restricted Account shall be maintained at the Bank
and shall be in the sole dominion and control of Laurus;
NOW THEREFORE, in consideration of
the mutual promises contained herein and for other good and
valuable consideration the sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1.
The Bank is hereby authorized to accept for deposit into the
Restricted Account the sum of $964,500. The Bank hereby
agrees to hold any and all monies, and other amounts from time to
time on deposit and/or held in the Restricted Account for the
benefit of the Laurus and shall not release any monies held in the
Restricted Account until such time as the Bank shall have received
a notice from Laurus substantially in the form attached hereto as
Exhibit A (a “Release Notice”). Following the
receipt of a Release Notice from Laurus, the Bank agrees to
promptly disburse the amount of cash referred to in such Release
Notice to such account as Laurus shall determine in its sole
discretion. The Bank hereby agrees that it will only comply
with written instructions originated by Laurus directing
disposition of funds in the Restricted Account. The Company
hereby irrevocably authorizes the Bank to comply with any and
all
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instructions given to the Bank by
Laurus with respect to the Restricted Account without further
consent by the Company. The Bank, the Company and Laurus
agree that the Restricted Account is in Laurus’ sole dominion
and control.
2.
Each of the Company, Laurus and the Bank hereby agrees that the
Restricted Account shall not be closed, and the account name and
account number in respect thereof shall not be changed, in any
case, without the consent of the Laurus, except as specifically
provided for in Section 9 below.
3.
The Bank hereby subordinates any claims and security interests it
may have against, or with respect to, the Restricted Account
(including any amounts from time to time on deposit therein) to the
security interests of Laurus therein, and agrees that no amounts
shall be charged by it to, or withheld or set-off or otherwise
recouped by it from, the Restricted Account or any amounts from
time to time on deposit therein; provided that, in connection with
all service charges and any other charges which the Bank is
entitled to receive in connection with the servicing and
maintaining of the Restricted Account (such charges, collectively,
the “Charges”), each of the Company, Laurus and the
Bank hereby agrees that the Bank will collect such Charges in the
following manner: (i) first, the Bank will charge other deposit
accounts maintained by the Company with the Bank, (ii)
second, in the event that there are insufficient
collected funds in such other deposit accounts to pay such Charges,
the Bank will promptly notify the Company and Laurus with respect
to same and, within seven (7) business days of the
Company’s receipt of such notice, the Company shall pay to
the Bank the full amount of such Charges then due, and (iii)
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