Exhibit
10.2


 


AMENDMENT NO. 1 TO

DEBENTURE AND WARRANT PURCHASE AGREEMENT

and


AMENDMENT NO. 1 TO

CONVERTIBLE DEBENTURE


 


THIS AMENDMENT NO. 1 TO THE DEBENTURE AND NOTE
PURCHASE AGREEMENT AND AMENDENT NO. 1 THE CONVERTIBLE DEBENTURE (the “Amendment”)
is made effective as of the 17th day of November, 2008, by and between
Microfluidics International Corporation, a Delaware corporation (the “Company”),
and Global Strategic Partners, LLC , a Delaware limited liability company (the “Investor”).


 


RECITALS


 


WHEREAS, the Company and Investor entered into a
Debenture and Warrant Purchase Agreement dated as of November 14, 2008
(the “Purchase Agreement”) whereby the Investor purchased a $5,000,000
convertible debenture (the “Debenture”) and a warrant to purchase common stock
of the Company (the “Warrant”); and


 


WHEREAS, the Company and the Investor would like to
amend the Purchase Agreement and Debenture as provided herein.


 


NOW, THEREFORE, in consideration of the mutual
promises and covenants set forth herein, the Investor and the Company hereby
agree that the Purchase Agreement and the Debenture shall be amended as set
forth herein, and the parties hereto further agree as follows:


 


1.                                      Definitions.
Except as otherwise provided herein, capitalized terms used in this Amendment
shall have the meanings set forth in the Purchase Agreement.


 


2.                                      Amendments.


 


2.1                                 Amendment to Purchase Agreement. Section 6.3 of the
Purchase Agreement is hereby amended in its entirety to read as follows:


 


“6.3                           Board
Representation; Observer Rights.


 


(a)                                  Until
the third (3rd)
anniversary of this Agreement, at any election of directors of the Board either at a
meeting of the stockholders or by written consent, the Company shall, if so
requested by Investor, nominate one (1) person specified by Investor to
serve on the Board and the Company shall use its best efforts to cause
the election of such person to its Board.


 


(b)                                 If
at any time Investor exercises any portion of the Warrant, at any election of
directors of the Board either at a meeting of the stockholders or by written
consent, the Company shall, if so requested by Investor, nominate such persons
designated by Investor as may be necessary to cause Investor’s representation
on the


 


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Board to be proportional to Investor’s stockholdings
in the Company and  the Company shall use its best efforts to cause
the election of such persons to its Board. As an illustration, and without
limiting the application of the foregoing provisions, if the authorized number
of directors to serve on the Board is fixed at five (5) directors and
Investor has exercised the Warrant such that it holds 40% of outstanding Common
Stock, then Investor shall be entitled to nominate two (2) persons to
serve on the Board and the Company agrees to use its best efforts to cause the
election of such nominees to the Board.


 


(c)                                  The
Company shall give the Investor at least thirty (30) days’ written notice prior
to the mailing of any proxy statement or written consent to its stockholders in
connection with the election of directors in order to permit the Investor to
exercise its rights under this Section 6.3.


 


(d)                                 To
the extent that the Investor is entitled to nominate a director to serve on the
Board pursuant to this Section 6.3 and does not so exercise such right,
the Company shall invite a representative of the Investor, to be determined by
the Investor in its sole discretion, to attend all meetings of the Board in a
nonvoting observer capacity and, in this respect, shall give such representative
copies of all notices, minutes, consents and all other materials that it
provides to the directors; provided, however, that such representative agrees
in writing to hold in confidence and trust and to act in a fiduciary manner
with respect to all information so provided; and, provided further, that the
Company reserves the right to withhold any information and to exclude such
representative from any meeting or portion thereof if access to such
information or attendance at such meeting could adversely affect the
attorney-client privilege between the Company and its counsel.”


 


2.2                                 Amendment to Debenture. Section 4 of the Debenture is
hereby deleted and of no further effect.


 


3.                                      Terms
of Agreement and Debenture. Except as
expressly modified hereby, all terms, conditions and provisions of the Purchase
Agreement and the Debenture shall continue in full force and effect.


 


4.                                      Conflicting
Terms. In the event of any inconsistency or
conflict between the Purchase Agreement and the Debenture, on the one hand, and
this Amendment, on the other hand, the terms, conditions and provisions of this
Amendment shall govern and control.


 


5.                                      Entire
Agreement. This Amendment and the Purchase
Agreement (and the schedules and exhibits thereto, including but not limited to
the Debenture) constitute the entire and exclusive agreement between the
parties with respect to the subject matter hereof and thereof.


 


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IN WITNESS WHEREOF, the parties have executed this
Amendment as of the date first above written.


 


	
   

  	
   

  	
  COMPANY:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Microfluidics International Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Michael C. Ferrara

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael
  C. Ferrara

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  CEO

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  INVESTOR:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Global Strategic Partners, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Bruce Wendel

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Bruce
  Wendel

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  EVP,
  Corp. Dev.