Exhibit 10.1


 


Executed
Version 10/22/10


 


AMENDMENT
TO LOAN AGREEMENT


 


THIS
AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is made and entered into as of
the 22nd day of October, 2010 by and among WEBSTER
BANK, NATIONAL ASSOCIATION, having an office at 80 Elm Street, New
Haven, Connecticut 06510 (“Bank”),
MICROFLUIDICS INTERNATIONAL CORPORATION, a Delaware corporation with
a place of business at 30 Ossipee Road, Newton, MA 02464 (“MIC”), and MICROFLUIDICS CORPORATION, a Delaware corporation with a place
of business at 30 Ossipee Road, Newton, MA 02464 (“MC,”
and MIC and MC are collectively the “Borrower”)


 


WHEREAS, this Amendment
amends that certain Loan Agreement dated as of October 23, 2009 by and
among the Bank and Borrower, as further amended, restated or modified from time
to time (the “Loan Agreement”). Capitalized
terms used in this Amendment and not defined herein shall have the meanings set
forth in the Loan Agreement.


 


WHEREAS, Borrower has
requested that certain terms and provisions of the Loan Agreement be amended so
as to extend the maturity date of the Revolving Loan.


 


NOW,
THEREFORE, in consideration of the premises and the mutual
covenants and conditions herein contained, the parties hereby agree as follows:


 


1.                                      Acknowledgments and Affirmations. Borrower hereby
represents and warrants that:


 


(a)                              Borrower has
all requisite power and authority to enter into and to carry out and perform
its obligations under this Amendment.


 


(b)                             All action on
the part of Borrower, its respective directors, stockholders, shareholders or
other equity holders necessary for the authorization, execution, delivery and
performance by Borrower, as applicable, of this Amendment and for the
consummation of the transactions contemplated herein and therein has been taken
or will be taken prior to the date of this Amendment.


 


(c)                                  This Amendment
is a valid and binding obligation of Borrower, enforceable in accordance with
their respective terms, subject to applicable bankruptcy, insolvency,
reorganization and moratorium laws and other laws of general application
affecting enforcement of creditors’ rights generally and general principles of
equity that restrict the availability of equitable remedies. The execution and
delivery by Borrower of this Amendment, and compliance herewith and therewith,
will not, with or without notice or the passage of time or both,
(x) result in any violation of and will not conflict with, or result in a
breach of any of the terms of, or constitute a default under any provision of,
(i) any law to which Borrower is subject, except for such violations and
conflicts which are not, individually or in the aggregate, material,
(ii) its certificate of incorporation and bylaws, as amended,
(iii) any mortgage, indenture, agreement, instrument, judgment, decree,
order, rule or regulation or other restriction to which Borrower is a
party or by which it or any of its property is bound, or may be affected, or
(y) result in the creation of any mortgage, pledge, lien, encumbrance or
charge upon any of Borrower’s properties or assets pursuant to any such term or
give any other person or entity the right to accelerate the time for
performance of any obligation of Borrower.


 


(d)                             No Event of
Default has occurred and is continuing, and no event or condition has occurred
or exists which would constitute an Event of Default but for the giving of
notice or passage of time or both.


 


(e)                              Each and every
one of the representations and warranties made by Borrower to Bank in the Loan
Agreement and Loan Documents, as amended by this Amendment, are true and
correct in all material respects on and as of the date hereof except to the
extent that any of such representations and warranties relate, by the express
terms thereof, solely to a date prior hereto.


 


(f)                                Borrower has
duly and properly performed, complied with and observed each of the covenants,
agreements and obligations contained in the Loan Documents, as amended by this
Amendment.


 

















 


2.                                  Amendments to the Loan Agreement.


 


(a)                              References in
the Loan Agreement to “this Agreement” shall be deemed references to the Loan
Agreement as amended and supplemented by this Amendment and as subsequently
amended.


 


(b)                             The definition
of Maturity Date is hereby deleted in its entirety and replaced with the
following:


 


“Maturity Date” means October 22,
2011.


 


3.                                  Conditions Precedent. Bank’s
obligation to enter into this Amendment as described herein shall terminate if,
in the Bank’s sole discretion, there has been a material adverse change in the
general affairs, management, results, operations, condition (financial or otherwise)
of Borrower, whether or not arising from transactions in the ordinary course of
business, or if there has been any material adverse deviation by Borrower from
the business plan of Borrower presented to and accepted by Bank prior to the
execution of this Amendment. In addition, the effectiveness of this Amendment
shall be conditioned upon:


 


(a)                              the receipt by
Bank of this Amendment duly executed and delivered by Borrower;


 


(b)                             delivery of the
Allonge to Revolving Note by Borrower to Bank;


 


(c)                              copies of all
corporate action taken by Borrower, including resolutions of its Board of
Directors, authorizing the execution, delivery and performance of this
Amendment and each document to be delivered in connection herewith;


 


2

















 


IN WITNESS
WHEREOF, the parties have caused this Amendment to be duly
executed and delivered by their proper and duly authorized officers as of the
day and year first written above.


 


	
   

  	
  BORROWER:

  
	
   

  	
   

  
	
   

  	
  MICROFLUIDICS
  INTERNATIONAL CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter F. Byczko

  
	
   

  	
   

  	
  Peter
  F. Byczko

  
	
   

  	
   

  	
  Its
  Vice President of Finance and

  
	
   

  	
   

  	
  Chief
  Accounting Officer 

  
	
   

  	
   

  	
  (Duly
  Authorized)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MICROFLUIDICS
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter F. Byczko

  
	
   

  	
   

  	
  Peter
  F. Byczko

  
	
   

  	
   

  	
  Its
  Vice President of Finance and

  
	
   

  	
   

  	
  Chief
  Accounting Officer 

  
	
   

  	
   

  	
  (Duly
  Authorized)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK:

  
	
   

  	
   

  
	
   

  	
  WEBSTER
  BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter Hicks

  
	
   

  	
   

  	
  Peter
  Hicks, Vice President

  



 


[Signature
page to Amendment to Loan Agreement]


 

















 


ALLONGE
TO REVOLVING NOTE


 


This Allonge, dated as of October 22,
2010, is attached to and made a part of that certain Revolving Note dated October 23,
2009 (the “Note”), in
the original principal amount of $1,000,000 made
by MICROFLUIDICS INTERNATIONAL CORPORATION and
MICROFLUIDICS CORPORATION to the
order of WEBSTER BANK, NATIONAL ASSOCIATION for
the purpose of annexing thereto the following modifications:


 


(1)                                  The reference
in the second paragraph of the Note to “October 22, 2010” has been changed
to “October 22, 2011”.


 


The Note otherwise remains
unmodified and in full force and effect.


 


 


	
   

  	
  BORROWER:

  
	
   

  	
   

  
	
   

  	
  MICROFLUIDICS
  INTERNATIONAL CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter F. Byczko

  
	
   

  	
   

  	
  Peter
  F. Byczko

  
	
   

  	
   

  	
  Its
  Vice President of Finance and Chief 

  
	
   

  	
   

  	
  Accounting
  Officer

  
	
   

  	
   

  	
  (Duly
  Authorized)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MICROFLUIDICS
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter F. Byczko

  
	
   

  	
   

  	
  Peter
  F. Byczko

  
	
   

  	
   

  	
  Its
  Vice President of Finance and Chief 

  
	
   

  	
   

  	
  Accounting
  Officer 

  
	
   

  	
   

  	
  (Duly
  Authorized)