EXHIBIT 10.15
THIS WARRANT AND THE SHARES
OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK
ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF
(A) AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT
UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR
(B) AN EXEMPTION FROM SUCH REGISTRATION
REQUIREMENTS.
Right to Purchase up to 26,350,000 Shares of
Common Stock of
MICRO COMPONENT TECHNOLOGY, INC.
(subject to adjustment as provided
herein)
COMMON STOCK PURCHASE
WARRANT
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No.
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Issue Date: July 31, 2008
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MICRO COMPONENT TECHNOLOGY, INC., a
corporation organized under the laws of the State of Minnesota
(the “ Company ”), hereby certifies that,
for value received, VALENS OFFSHORE SPV I, LTD., or assigns (the
“ Holder ”), is entitled, subject to the terms
set forth below, to purchase from the Company (as defined herein)
from and after the Issue Date of this Warrant and at any time or
from time to time before 5:00 p.m., New York time, through the
close of business July 31, 2018 (the “ Expiration
Date ”), up to 26,350,000 fully paid and non-assessable
shares of Common Stock (as hereinafter defined), $0.01 par value
per share, at the applicable Exercise Price per share (as defined
below). The number and character of such shares of Common
Stock and the applicable Exercise Price per share are subject to
adjustment as provided herein.
As used herein the following terms,
unless the context otherwise requires, have the following
respective meanings:
20.
Common Stock ” means (i) the Company’s
Common Stock, par value $0.01 per share; and (ii) any other
securities into which or for which any of the securities described
in the preceding clause (i) may be converted or exchanged
pursuant to a plan of recapitalization, reorganization, merger,
sale of assets or otherwise.
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21.
“ Company ” means Micro Component
Technology, Inc. and any person or entity which shall succeed,
or assume the obligations of, Micro Component Technology, Inc.
hereunder.
22.
“ Exercise Price ” means a price of $0.01 per
share.
23.
“ Other Securities ” means any stock (other than
Common Stock) and other securities of the Company or any other
person (corporate or otherwise) which the Holder at any time shall
be entitled to receive, or shall have received, on the exercise of
this Warrant, in lieu of or in addition to Common Stock, or which
at any time shall be issuable or shall have been issued in exchange
for or in replacement of Common Stock or Other Securities pursuant
to Section 4 or otherwise.
24.
“ Purchase Agreement ” means the Securities
Purchase Agreement dated as of the date hereof among the Company,
the Holder, the other Purchasers (as defined therein) from time to
time party thereto and LV Administrative Services, Inc., as
administrative and collateral agent for the Purchasers (as defined
therein), as amended, modified, restated and/or supplemented from
time to time.
Exercise of
Warrant .
Number of Shares Issuable
upon Exercise . From and after the
date hereof through and including the Expiration Date, the Holder
shall be entitled to receive, upon exercise of this Warrant in
whole or in part, by delivery of an original or fax copy of an
exercise notice in the form attached hereto as
Exhibit A (the “ Exercise Notice ”), shares of Common
Stock of the Company, subject to adjustment pursuant to
Section 4.
Fair Market Value
. For
purposes hereof, the “Fair Market Value” of a share of
Common Stock as of a particular date (the “
Determination Date
”) shall
mean:
If the Company’s Common Stock is traded on
a national securities exchange then the closing or last sale price,
respectively, reported for the last business day immediately
preceding the Determination Date.
If the Company’s Common Stock is not
traded on a national securities exchange but is traded on the OTC
Bulletin Board, then the mean of the average of the closing bid and
asked prices reported for the last business day immediately
preceding the Determination Date.
Except as provided in clause (d) below, if
the Company’s Common Stock is not publicly traded, then as
the Holder and the Company agree or in the absence of agreement by
arbitration in accordance with the rules then in effect of the
American Arbitration Association, before a single arbitrator to be
chosen from a panel of persons qualified by education and training
to pass on the matter to be decided.
If the Determination Date is the date of a
liquidation, dissolution or winding up, or any event deemed to be a
liquidation, dissolution or winding up pursuant to the
Company’s charter, then all amounts to be payable per share
to holders of the Common Stock pursuant to the charter in the event
of such liquidation, dissolution or winding up, plus all other
amounts to be payable per share in respect of the Common Stock in
liquidation under the charter, assuming for the purposes of this
clause (d) that all of the shares of
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Common Stock then issuable upon exercise of this
Warrant are outstanding at the Determination Date.
Company
Acknowledgment . The Company will, at
the time of the exercise of this Warrant, upon the request of the
Holder acknowledge in writing its continuing obligation to afford
to the Holder any rights to which the Holder shall continue to be
entitled after such exercise in accordance with the provisions of
this Warrant. If the Holder shall fail to make any such
request, such failure shall not affect the continuing obligation of
the Company to afford to the Holder any such rights.
Trustee for Warrant
Holders . In the event that a
bank or trust company shall have been appointed as trustee for the
Holder pursuant to Subsection 3.2, such bank or trust company shall
have all the powers and duties of a warrant agent (as hereinafter
described) and shall accept, in its own name for the account of the
Company or such successor person as may be entitled thereto, all
amounts otherwise payable to the Company or such successor, as the
case may be, on exercise of this Warrant pursuant to this
Section 1.
Procedure for
Exercise .
Delivery of Stock
Certificates, Etc., on Exercise . The Company agrees
that the shares of Common Stock purchased upon exercise of this
Warrant shall be deemed to be issued to the Holder as the record
owner of such shares as of the close of business on the date on
which this Warrant shall have been surrendered and payment made for
such shares in accordance herewith. As soon as practicable
after the exercise of this Warrant in full or in part, and in any
event within three (3) business days thereafter, the Company
at its expense (including the payment by it of any applicable issue
taxes) will cause to be issued in the name of and delivered to the
Holder, or as the Holder (upon payment by the Holder of any
applicable transfer taxes) may direct in compliance with applicable
securities laws, a certificate or certificates for the number of
duly and validly issued, fully paid and non-assessable shares of
Common Stock (or Other Securities) to which the Holder shall be
entitled on such exercise, plus, in lieu of any fractional share to
which the Holder would otherwise be entitled, cash equal to such
fraction multiplied by the then Fair Market Value of one full
share, together with any other stock or other securities and
property (including cash, where applicable) to which the Holder is
entitled upon such exercise pursuant to Section 1 or
otherwise.
Exercise
.
Payment may be made either (i) in cash by
wire transfer of immediately available funds or by certified or
official bank check payable to the order of the Company equal to
the applicable aggregate Exercise Price, (ii) by delivery of
this Warrant, or shares of Common Stock and/or Common Stock
receivable upon exercise of this Warrant in accordance with the
formula set forth in subsection (b) below, or (iii) by a
combination of any of the foregoing methods, for the number of
shares of Common Stock specified in such Exercise Notice (as such
exercise number shall be adjusted to reflect any adjustment in the
total number of shares of Common Stock issuable to the Holder per
the terms of this Warrant) and the Holder shall thereupon be
entitled to receive the number of duly authorized, validly issued,
fully-paid and non-assessable shares of Common Stock (or Other
Securities) determined as provided herein.
Notwithstanding any provisions herein to the
contrary, if the Fair Market Value of one share of Common Stock is
greater than the Exercise Price (at the date of calculation as set
forth below), in lieu of exercising this Warrant for cash, the
Holder may elect to receive
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shares equal to the value (as determined below)
of this Warrant (or the portion thereof being exercised) by
surrender of this Warrant at the principal office of the Company
together with the properly endorsed Exercise Notice in which event
the Company shall issue to the Holder a number of shares of Common
Stock computed using the following formula:
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X=
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Y(A-B)
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A
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Where X =
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the number of shares of Common Stock to be
issued to the Holder
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Y =
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the number of shares of Common Stock purchasable
under this Warrant or, if only a portion of this Warrant is being
exercised, the portion of this Warrant being exercised (at the date
of such calculation)
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A =
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the Fair Market Value of one share of the
Company’s Common Stock (at the date of such
calculation)
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B =
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the Exercise Price per share (as adjusted to the
date of such calculation)
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Notwithstanding anything to the
contrary set forth in Section 2.2(a) above, to the extent
that a registration statement registering all the shares of Common
Stock of the Company issuable upon exercise of this Warrant has
been declared effective by the Securities and Exchange Commission
and remains effective as of the date of the proposed exercise set
forth in an Exercise Notice, the Holder shall upon such proposed
exercise, make payment to the Company of each respective Exercise
Price set forth in such Exercise Notice in cash by wire transfer of
immediately available funds or by certified or official bank check
only.
Effect of Reorganization,
Etc.; Adjustment of Exercise Price .
Reorganization,
Consolidation, Merger, Etc . If there occurs any
capital reorganization or any reclassification of the Common Stock
of the Company, the consolidation or merger of the Company with or
into another person (other than a merger or consolidation of the
Company in which the Company is the continuing entity and which
does not result in any reorganization or reclassification of its
outstanding Common Stock) or the sale or conveyance of all or
substantially all of the assets of the Company to another person,
then, as a condition precedent to any such reorganization,
reclassification, consolidation, merger, sale or conveyance, the
Holder will be entitled to receive upon surrender of this Warrant
to the Company (x) to the extent there are cash proceeds
resulting from the consummation of such reorganization,
reclassification, consolidation, merger, sale or conveyance, in
exchange for such Warrant, cash in an amount equal to the cash
proceeds that would have been payable to the Holder had the Holder
exercised such Warrant immediately prior to
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