Exhibit 10.3


 


June 27, 2008


 


Silicon Valley Bank


One Newton Executive Park, Suite 200


2221 Washington Street

Newton, Massachusetts 02462

Attn: Mr. Michael Tramack


 


Re:          Loan
Arrangement with Microfluidics International Corporation and Microfluidics
Corporation


 


Dear Mr. Tramack:


 


Reference is made to the Loan and Security
Agreement dated as of even date herewith (as amended, restated, amended and
restated, supplemented, restructured or otherwise modified from time to time,
the “Loan Agreement”) to be entered into by and among Microfluidics
International Corporation, a Delaware corporation, and Microfluidics
Corporation, a Delaware corporation (individually and collectively, jointly and
severally, the “Borrower”), and Silicon Valley Bank (together with its
successors in such capacity, the “Bank”).  Capitalized terms used herein and not defined
herein shall have the meanings assigned to such terms in the Loan Agreement.


 


This letter is intended to set forth certain
instruments and agreements (the “Supplemental
Agreements”) which the Borrower has agreed to deliver to the Bank in
connection the Effective Date.  The Bank
has agreed that delivery of the Supplemental Agreements set forth in Exhibit A,
annexed hereto, shall not be a condition precedent to the effectiveness and
funding of the Loan Agreement, but nevertheless requires that the Supplemental Agreements
be delivered within the time periods set forth therein.


 


The Borrower agrees to deliver the
Supplemental Agreements set forth on Exhibit A, annexed hereto, within
the time periods set forth therein.  The Borrower
hereby acknowledges and agrees that this agreement shall be considered to be a
Loan Document for all purposes and that failure to deliver the Supplemental
Agreements within the time periods set forth on Exhibit A shall
constitute an Event of Default under the Loan Agreement.


 


If the foregoing correctly sets forth our
understanding, please indicate your assent below.


 

















 


Very truly yours,


 


	
   

  	
  BORROWER:

  
	
   

  	
   

  
	
   

  	
  MICROFLUIDICS
  INTERNATIONAL

  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By

  	
    /s/
  Brian E. LeClair

  
	
   

  	
  Name:

  	
  Brian
  E. LeClair

  
	
   

  	
  Title:

  	
  Exec.
  V.P. & CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MICROFLUIDICS CORPORATION

  
	
   

  	
   

  
	
   

  	
  By

  	
    /s/
  Brian E. LeClair

  
	
   

  	
  Name:

  	
  Brian
  E. LeClair

  
	
   

  	
  Title:

  	
  Exec.
  V.P. & CFO

  
								



 


 


The foregoing is accepted


and agreed to:


 


SILICON VALLEY BANK


 


 


	
  By

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
					



 


[Post Closing Letter Signature Page]


 


2

















 


Exhibit “A”


 


1.             On
or before July 15, 2008 (or such later date as the Bank may consent to in
its sole reasonable discretion), the Borrowers shall have caused the following
financial institutions to have entered into a deposit account control
agreement, in form and substance acceptable to Bank, in favor of Bank:


 


a)                                      Bank of America – Acct # [Information on
file with the Borrower]


 


b)                                     TD Bank, N.A. – Acct# [Information on file
with the Borrower]


 


2.             On or before July 28, 2008 (or such
later date as the Bank may consent to in its sole reasonable discretion), the Borrower
shall deliver to the Bank, in form and substance reasonably acceptable to Bank,
executed Landlord’s Consents from the landlords of the following
location:


 


a)                                      30 Ossipee Road, Box 9101, Newton,
Massachusetts 02464-9101


 


b)                                     17971 Sky Park Circle, Bldg. 33, Suite B,
Irvine, California 92614


 


3.             On or before July 28, 2008 (or such
later date as the Bank may consent to in its sole reasonable discretion), the
Initial Audit shall have been completed by the Bank with the results thereof
satisfactory to Bank, in its sole discretion.