Exhibit 10.7


 


PROMISSORY NOTE


 


	
  $1,250,000.00

  	
  July 2, 2008

  



 


FOR
VALUE RECEIVED, the undersigned (individually and collectively, the “Borrower”),
jointly and severally promises to pay to the order of Silicon Valley Bank (“Bank”),
at such place as the holder hereof may designate, in lawful money of the United
States of America, the aggregate unpaid principal amount of all advances (“Advances”)
made by Bank to Borrower, up to a maximum principal amount of One million Two
Hundred Fifty Thousand Dollars ($1,250,000.00), plus interest, fees and finance
charges on the aggregate unpaid principal amount of such Advances, at the rates
and in accordance with the terms of the Export-Import Bank Loan and Security
Agreement between Borrower and Bank of even date herewith, as amended from time
to time (the “Loan Agreement”).  The
entire principal amount and all accrued interest shall be due and payable on July 1,
2010, or on such earlier date, as provided for in the Loan Agreement.


 


Borrower
irrevocably waives the right to direct the application of any and all payments
at any time hereafter received by Bank from or on behalf of Borrower, and
Borrower irrevocably agrees that Bank shall have the continuing exclusive right
to apply any and all such payments against the then due and owing obligations
of Borrower as Bank may deem advisable. 
In the absence of a specific determination by Bank with respect thereto,
all payments shall be applied in the following order: (a) then due and
payable fees and expenses; (b) then due and payable interest payments and
mandatory prepayments; and (c) then due and payable principal payments and
optional prepayments.


 


Bank
is hereby authorized by Borrower to endorse on Bank’s books and records each
Advance made by Bank under this Note and the amount of each payment or
prepayment of principal of each such Advance received by Bank; it being
understood, however, that failure to make any such endorsement (or any errors
in notation) shall not affect the obligations of Borrower with respect to
Advances made hereunder, and payments of principal by Borrower shall be
credited to Borrower notwithstanding the failure to make a notation (or any
errors in notation) thereof on such books and records.


 


Borrower
promises to pay Bank all costs and expenses, including all attorneys’ fees,
incurred in such collection or in any suit or action to collect this Note or in
any appeal thereof, unless a final court of competent jurisdiction finds that
the Bank acted with gross negligence or willful misconduct.  Borrower waives presentment, demand, protest,
notice of protest, notice of dishonor, notice of nonpayment, and any and all
other notices and demands in connection with the delivery, acceptance,
performance, default or enforcement of this Note, as well as any applicable statute
of limitations.  No delay by Bank in
exercising any power or right hereunder shall operate as a waiver of any power
or right.  Time is of the essence as to
all obligations hereunder.


 


This
Note is issued pursuant to the Loan Agreement, which shall govern the rights
and obligations of Borrower with respect to all obligations hereunder.


 


The
law of the Commonwealth of Massachusetts shall apply to this Agreement.  BORROWER ACCEPTS FOR ITSELF AND IN CONNECTION
WITH ITS PROPERTIES, UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF ANY
STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE VENUE LOCATED IN COSTON,
MASSACHUSETTS IN ANY ACTION, SUIT, OR PROCEEDING OF ANY KIND, AGAINST IT WHICH
ARISES OUT OF OR BY REASON OF THIS NOTE OR THE LOAN AGREEMENT.


 


BORROWER
WAIVES ITS RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF THE LOAN AGREEMENT, ANY OF THE LOAN DOCUMENTS EXECUTED IN
CONNECTION THEREWITH OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING
CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW
OR STATUTORY CLAIMS.  BORROWER RECOGNIZES
AND AGREES THAT THE FOREGOING WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR IT
TO ENTER INTO THIS 


 

















 


AGREEMENT.  BORROWER REPRESENTS AND WARRANTS THAT IT HAS
REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND
VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL
COUNSEL.


 

















 


IN WITNESS WHEREOF, the
parties hereto have made this promissory note as of the date first above
written.


 


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

  	
   

  	 

											



 


[Exim Promissory Note Signature Page]