Exhibit
10.3 




 




Microfluidics International Corporation 






30 Ossipee Road 






Newton, MA 02464 




 




December 3, 2008 




 




Global Strategic Partners, LLC 






11755 Wilshire
Blvd., Suite 2000

Los Angeles, CA 90025 






Attn: 
Charles Kim, Acting General Counsel 




 




Re:       Registration Rights Agreement dated as of November 14,
2008 (the “Agreement”), by and between Global Strategic Partners, LLC (the
“Investor”) and Microfluidics International Corporation (the “Company”) 




 




Dear Mr. Kim:





 




Pursuant to Section 7(c) of
the Agreement, the parties hereby agree to amend Section 1(a)(i) of
the Agreement to provide an additional seven (7) calendar days for the
preparation and filing by the Company of the Registration Statement on Form S-3
referenced in such Section 1(a)(i). 
As a result, the Company shall file such Registration Statement on or
before December 11, 2008. 




 




Please have
the Investor sign below to indicate agreement with the foregoing and return a
pdf of the countersigned letter to me at bleclair@mfics.com at your earliest
convenience. 




 


 




Microfluidics
International Corporation 




 


 




	
  By:

  	
  /s/ Brian E. LeClair

  	
   

  
	
   

  	
  Brian E. LeClair,
  Executive Vice President 

  	
   

  





 


 




AGREED TO
AND ACCEPTED: 




 




Global
Strategic Partners, LLC 




 


 




	
  By:

  	
  /s/ Bruce Wendel

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  Bruce Wendel

  	
   

  
	
   

  	
   

  
	
  Title:

  	
  EVP 

  	
   

  
					





 





















 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT is made as of November 14,
2008, by and among Microfluidics International Corporation, a Delaware
corporation (the “Company”), and Global Strategic Partners, LLC, a Delaware
limited liability company (the “Investor”).


 


This Agreement is made pursuant to a certain Debenture and Warrant
Purchase Agreement dated as of the date hereof by and among the Company and
Investor (the “Purchase Agreement”). The execution of this Agreement is a
condition to the closing of the transactions contemplated by the Purchase
Agreement.


 


NOW, THEREFORE, the parties hereto, in consideration of the foregoing,
the mutual covenants and agreements hereinafter set forth, and other good and
valuable consideration, the receipt and sufficiency of which hereby are
acknowledged, agree as follows:


 


1.                                       REGISTRATION
STATEMENTS.


 


(a)                                  Shelf
Registration.


 


(i)                                     The
Company shall, on or before the date which is 20 days after the Closing Date,
prepare and file with the Commission under the Securities Act a Registration
Statement on Form S-3 (except if the Company is not then eligible to
register for resale the Registrable Common Shares on Form S-3, in which
case such registration shall be on another appropriate form in accordance with
the Securities Act and the Exchange Act and as consented to by the Investor)
for sale of the Registrable Securities by the Investor on a delayed or
continuous basis under Rule 415 of the Securities Act, and shall use its
best efforts to cause such Registration Statement to be declared effective at
the earliest practicable date, but in no event later than the 120th day after the Closing Date. The Company shall
at its own expense, subject to Section 1(a)(iv), ensure the availability
of a Prospectus meeting the requirements of Section 10(a) of the
Securities Act and shall take any and all other actions necessary in order to
ensure the ability of the holders of all of the Registrable Securities to
effect a resale of their Registrable Securities, for such period as the Company
is obligated to maintain the effectiveness of a Registration Statement pursuant
to Section 1(a)(ii).


 


(ii)                                  The
Company shall use its best efforts to cause any such Registration Statement
described in Section 1(a)(i) to remain effective (or, if required by
applicable law, to cause another Registration Statement with respect to the
Registrable Securities to become and remain effective) until the earliest to
occur of: (i) such time as all the Registrable Securities have been sold
by the Investor; (ii) such time as all the Registrable Securities held by
the Investor could be sold under Rule 144 of the Securities Act during any
90-day period without restriction (including without limitation as to volume by
each holder thereof); and (iii) the date which is two years after the
Effective Date.


 


(iii)                               The
Company shall, at all times during the Registration Period, subject to Section 1(a)(iv),
promptly: (A) file such amendments to the Registration Statement and the
Prospectus, file such documents as may be required to be incorporated by
reference in


 

















 


any of such
documents, and take all other actions as may be necessary to ensure to the
holders of Registrable Securities the ability to effect the public resale of
their Registrable Securities (including without limitation taking any actions
necessary to ensure the availability of a Prospectus meeting the requirements
of Section 10(a) of the Securities Act) continuously through the
Registration Period; and (B) provide each holder of Registrable Securities
copies of any documents prepared pursuant to Section 1(a)(iv)(A) promptly
after such preparation.


 


(iv)                              The
Company may suspend the effectiveness of any Registration Statement filed
pursuant to this Section 1(a) if, in its reasonable judgment, (A) maintaining
the effectiveness of such Registration Statement at such time would materially
adversely affect a proposed financing, reorganization or recapitalization of
the Company, or pending negotiations relating to a merger, consolidation,
acquisition or similar transaction involving the Company; or (B) financial
statements meeting the requirements of Regulation S-X are not available at such
time because of any such pending proposal or negotiations; provided, however,
that the right of the Company pursuant to this subsection (iv) to
suspend the effectiveness of the Registration Statement shall not extend for
more than 30 consecutive days for any single suspension event and may not be
exercised more than twice during any period of 12 consecutive months; and
provided, further, that the Company shall give to each holder of Registrable
Securities prior written notice of such suspension.


 


(b)                                 Amendments.
Upon the occurrence of any event that would cause any Registration
Statement (i) to contain a material misstatement or omission or (ii) not
to be effective and usable for resale of Registrable Securities during the
period that such Registration Statement is required to be effective and usable,
the Company shall promptly file an amendment to the Registration Statement, in
the case of clause (i), correcting any such misstatement or omission, and in
the case of either clause (i) or (ii), using its best efforts to cause
such amendment to be declared effective and such Registration Statement to
become usable as soon as practicable thereafter.


 


(c)                                  Representation
and Warranty. The Company represents and warrants to the Investor that (i) the
Registration Statement (including any amendments or supplements thereto and
prospectuses contained therein), at the time it is first filed with the SEC, at
the time it is ordered effective by the SEC and at all times during which it is
required to be effective hereunder (and each such amendment and supplement at
the time it is filed with the SEC and at all times during which it is available
for use in connection with the offer and sale of the Registrable Securities)
shall not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading and (ii) the Prospectus, at the time the
Registration Statement is declared effective by the SEC and at all times,
subject to Section 1(a)(iv) hereof, that the Prospectus is required
by this to be available for use by any Investor and, in accordance with this
Agreement, any Investor is entitled to sell Registrable Securities pursuant to
the Prospectus, shall not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein, or necessary to
make the statements therein, in light of the circumstances in which they were
made, not misleading.


 


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2.                                       REGISTRATION
PROCEDURES.


 


In connection with any Registration Statement and subject to the
provisions of Section 1, the Company shall use its best efforts to effect
such registration to permit the sale of the Registrable Securities being sold
in accordance with the intended method or methods of distribution thereof, and
pursuant thereto the Company shall as expeditiously as possible:


 


(a)                                  prepare
and file with the Commission a Registration Statement relating to the
registration on Form S-3 under the Securities Act, which form shall be
available for the sale of the Registrable Securities being sold in accordance
with the intended method or methods of distribution thereof, and use its best
efforts to cause such Registration Statement to become effective and approved
by such governmental agencies or authorities as may be necessary to enable the
selling holders to consummate the disposition of such Registrable Securities;


 


(b)                                 prepare
and file with the Commission such amendments and supplements to such
Registration Statement and the Prospectus used in connection with such
Registration Statement as may be necessary to comply with the provisions of the
Securities Act with respect to the disposition of all securities covered by
such registration statement;


 


(c)                                  advise
the holders of the Registrable Securities promptly (and in any event within one
Business Day, by e-mail, fax or other type of communication) and, if requested
by such Persons, confirm such advice in writing:


 


(i)                                     when
the Prospectus or any Prospectus supplement or post-effective amendment has
been filed, and, with respect to the Registration Statement or any
post-effective amendment thereto, when the same has become effective;


 


(ii)                                  of
the existence of any fact and the happening of any event that makes any
statement of a material fact made in the Registration Statement, the
Prospectus, any amendment or supplement thereto, or any document incorporated
by reference therein untrue, or that requires the making of any additions to or
changes in the Registration Statement or the Prospectus in order to make the
statements therein not misleading; and


 


(iii)                               of
the issuance by the Commission of any stop order or other order suspending the
effectiveness of the Registration Statement, or any order issued by any state
securities commission or other regulatory authority suspending the
qualification or exemption from qualification of such Registrable Securities
under state securities or “blue sky” laws. If at any time the Company shall
receive any such stop order suspending the effectiveness of the Registration
Statement, or any such order from a state securities commission or other regulatory
authority, the Company shall use its best efforts to obtain the withdrawal or
lifting of such order at the earliest possible time.


 


(d)                                 deliver
to each holder of the Registrable Securities, without charge, as many copies of
the Prospectus and any amendment or supplement thereto as such Persons may
reasonably request; the Company consents to the use of the Prospectus and any
amendment or supplement thereto by each of the holders of the Registrable
Securities in connection with the


 


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offering and
the sale of the Registrable Securities covered by the Prospectus or any
amendment or supplement thereto;


 


(e)                                  prior
to any public offering of Registrable Securities, cooperate with the holders of
the Registrable Securities and their respective counsel in connection with the
registration and qualification of the Registrable Securities under the
securities or “blue sky” laws of such jurisdictions as the holders of the
Registrable Securities may reasonably request and do any and all other acts or
things necessary or advisable to enable the disposition in such jurisdictions
of the Registrable Securities covered by the Registration Statement;


 


(f)                                    use
its best efforts to cause the Registrable Securities covered by the Registration
Statement to be registered with or approved by such other governmental agencies
or authorities as may be necessary to enable the seller or sellers thereof to
consummate the disposition of such Registrable Securities;


 


(g)                                 if
any fact or event contemplated by clause (c)(ii) above shall exist or have
occurred, prepare a supplement or post-effective amendment to the Registration
Statement or related Prospectus or any document incorporated therein by
reference or file any other required document so that, as thereafter delivered
to the purchasers of Registrable Securities, the Prospectus will not contain
any untrue statement of a material fact or omit to state any material fact
necessary to make the statements therein not misleading;


 


(h)                                 make
available for inspection during normal business hours by a representative of
the holders of the Registrable Securities, and any attorney, accountant or
other professional retained by such holders, all financial and other records,
pertinent corporate documents and properties of the Company, and cause the
Company’s officers, directors and employees to supply all information
reasonably requested by any such holder, attorney, accountant or other
professional in connection with such Registration Statement subsequent to the
filing thereof and prior to its effectiveness, except that the aforementioned
advisors may be required to sign a confidentiality agreement containing
customary terms and exceptions;


 


(i)                                     otherwise
use its best efforts to comply with all applicable rules and regulations
of the Commission;


 


(j)                                     use
its best efforts to cause all Registrable Securities to be listed on each
securities exchange or market, if any, on which equity securities issued by the
Company are then listed; and


 


(k)                                  use
its best efforts to take all other steps necessary to effect the registration
of the Registrable Securities contemplated hereby.


 


It shall be a condition precedent to the obligations of the Company to
complete the registration pursuant to this Agreement with respect to the Registrable
Securities of the Investor that the Investor shall furnish to the Company such
information regarding itself, the Registrable Securities held by it and the
intended method of disposition of the Registrable Securities held by it as
shall be reasonably required to effect the registration of such Registrable


 


4

















 


Securities and
shall execute such documents in connection with such registration as the
Company may reasonably request.


 


Each holder of the Registrable Securities agrees by acquisition of such
Registrable Securities that, upon receipt of any notice from the Company of the
existence of any fact of the kind described in Section 2(c)(ii), or notice
of a stop order or suspension described in Section 2(c)(iii), such holder
shall forthwith discontinue disposition of Registrable Securities and cease to
use the Prospectus in use under such Registration Statement. The Company shall,
as promptly as practicable, provide each holder with copies of the supplemented
or amended Prospectus contemplated by Section 2(g), or advise the holders
in writing that the use of the Prospectus may be resumed, and promptly provide
each holder with copies of any additional or supplemental filings which are
incorporated by reference in the Prospectus. If so directed by the Company,
each such holder shall deliver to the Company (at the Company’s expense) all
copies, other than permanent file copies then in such holder’s possession, of
the Prospectus covering such Registrable Securities current at the time of
receipt of such notice.


 


3.                                       REGISTRATION
EXPENSES. All expenses incident to the Company’s performance of or
compliance with this Agreement shall be borne by the Company, regardless of
whether a Registration Statement becomes effective, including without
limitation:


 


(a)                                  all
registration and filing fees and expenses;


 


(b)                                 fees
and expenses of compliance with federal securities and state “blue sky” or
securities laws;


 


(c)                                  expenses
of printing (including printing certificates for the Registrable Securities and
Prospectuses), messenger and delivery services and telephone;


 


(d)                                 all
application and filing fees in connection with listing the Registrable
Securities on a national securities exchange or automated quotation system
pursuant to the requirements hereof;


 


(e)                                  all
fees and disbursements of counsel of the Company and independent certified
public accountants of the Company (including the expenses of any special audit
and “cold comfort” letters required by or incident to such performance);


 


(f)                                    the
reasonable fees and disbursements of one counsel for the holders; and


 


(g)                                 any
reasonable out-of-pocket expenses of the holders of the Registrable Securities
(or the agents who manage their accounts); provided, however, that the Investor  shall be responsible for paying the
underwriting commissions or brokerage fees, and taxes of any kind (including,
without limitation, transfer taxes) applicable to any disposition, sale or
transfer of the Registrable Securities and provided further that the Company
shall not be responsible for any legal, accounting or other expenses incurred
by the Investor in connection with the Registration Statement.


 


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The Company shall, in any event, bear its internal expenses (including,
without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), the expense of any annual audit, rating
agency fees and the fees and expenses of any Person, including special experts,
retained by the Company.


 


In addition, notwithstanding anything to the
contrary contained herein, the Company shall pay all of the Investor’s costs
and expenses (including reasonable legal fees) incurred in connection with the
enforcement of the rights of the Investor hereunder.


 


4.                                       INDEMNIFICATION.


 


(a)                                  The
Company agrees to indemnify and hold harmless each holder of the Registrable
Securities and each Person, if any, who controls such holder within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act
from and against any and all losses, claims, damages, liabilities and expenses
(including, without limiting the foregoing but subject to Section 4(c),the
reasonable legal and other expenses incurred in connection with any action, suit
or proceeding or any claim asserted) arising out of or based upon any untrue
statement or alleged untrue statement of a material fact contained in any
Registration Statement or the Prospectus (as amended or supplemented if the
Company shall have furnished any amendments or supplements thereto) or any
preliminary prospectus, or arising out of or based upon any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, except insofar as such losses,
claims, damages, liabilities or expenses are caused by an untrue statement or
omission contained in information relating to such holder, furnished to the Company
in writing by such holder expressly for use therein.


 


(b)                                 As
a condition to the inclusion of its Registrable Securities in any Registration
Statement pursuant to this Agreement, each holder thereof shall furnish to the
Company in writing, promptly after receipt of a request therefor, such
information as the Company may reasonably request for use in connection with
any Registration Statement, Prospectus or preliminary prospectus (including
such completed and executed questionnaires as the Company may reasonably
request) and agrees to indemnify and hold harmless, severally and not jointly,
the Company and its directors, its officers who sign such Registration
Statement, and any Person controlling the Company within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act to the same extent
as the indemnity from the Company to each holder and Persons controlling such
holder, but only to the extent of losses, claims, damages, liabilities or
expenses caused by an untrue statement or an omission contained in information
relating to such holder furnished in writing by such holder expressly for use
in such Registration Statement or the Prospectus or any preliminary prospectus
included therein, and of which none of the Company, its directors, officers or
Affiliates has any actual or constructive knowledge independent of such holder;
provided, however, that such holder of Registrable Securities shall not be
liable in any such case to the extent that the holder has furnished in writing
to the Company prior to the filing of any such Registration Statement,
Prospectus or preliminary prospectus information expressly for use in such
Registration Statement, Prospectus or preliminary prospectus which corrected or
made not misleading information previously furnished to the Company, and the
Company failed to include such information therein. In case any action


 


6
















 


shall be brought against the Company, any of its directors, any such
officer, or any such controlling Person based on the Registration Statement,
the Prospectus or any preliminary prospectus and in respect of which indemnity
may be sought against one or more of the holders, such holders shall have the
rights and duties given to the Company by Section 4(c) (except that if the
Company as provided in Section 4(c) shall have assumed the defense thereof
such holders shall not be required to do so, but may employ separate counsel
therein and participate in the defense thereof but the fees and expenses of
such counsel shall be at such holder’s expense unless the conditions in clauses
(i), (ii) or (iii) of Section 4(c) shall apply) and the Company and its
directors, any such officers, and any such controlling Person shall have the
rights and duties given to the holders by Section 4(c). In no event shall
the aggregate liability of any selling holder hereunder, together with any
liability for contribution under Section 4(d), be greater than the net proceeds
(i.e., proceeds net of underwriting discounts, fees, commissions and any other
expenses payable by such selling holder) received by such holder upon the sale
of the Registrable Securities giving rise to such indemnification obligation.


 


(c)                                  In case any action or
proceeding (including any governmental or regulatory investigation or
proceeding) shall be brought against any current or former holder of the
Registrable Securities or any Person controlling such holder, with respect to
which indemnity may be sought against the Company pursuant to
Section 4(a), such holder or such Person controlling such holder shall
promptly notify the Company in writing and the Company shall assume the defense
thereof, including the employment of counsel reasonably satisfactory to such
holder and payment of all fees and expenses relating thereto. Such holder and
such Persons controlling such holder shall have the right to employ separate
counsel in any such action or proceeding and participate in the defense
thereof, but the fees and expenses of such counsel shall be at such holder’s
expense unless (i) the employment of such counsel has been specifically
authorized in writing by the Company, (ii) the Company has not assumed the
defense and employed counsel reasonably satisfactory to such holder within 15
days after notice of any such action or proceeding, or (iii) the named parties
to any such action or proceeding(including any impleaded parties) include both
such holder or any Person controlling such holder and the Company and such
holder or any Person controlling such holder shall have been advised by such
counsel that there may be one or more legal defenses available to such holder
or Person controlling such holder that are different from or additional to
those available to the Company and, in the reasonable opinion of counsel to
such holder or Person controlling such holder, could not be asserted by the
Company’s counsel without creating a conflict of interest (in which case the
Company shall not have the right to assume the defense of such action or
proceeding on behalf of such holder or controlling Person, it being understood,
however, that the Company shall not, in connection with any one such action or
separate but substantially similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances, be liable for the
reasonable fees and expenses of more than one separate firm of attorneys (in
addition to all local counsel which is necessary, in the good faith opinion of
both counsel for the indemnifying party and counsel for the indemnified party
in order to adequately represent the indemnified parties) for all such holders
and controlling Persons, which firm shall be designated in writing by the holders
of a majority of the Registrable Securities currently or formerly held by such
holders and that all such fees and expenses shall be promptly reimbursed as
they are incurred upon written request and presentation of invoices). The
Company shall not be liable for any settlement of any such action effected
without the written consent of the Company (which 


 


7

















 


consent shall
not be unreasonably withheld or delayed), but if settled with the written
consent of the Company or if there is a final judgment for the plaintiff, the
Company agrees to indemnify and hold harmless such holder and all Persons
controlling such holder from and against any loss or liability by reason of
such settlement or judgment. The Company shall not, without the prior written
consent of the holder, effect any settlement of any pending or threatened
proceeding in respect of which any holder or any Person controlling such holder
is a party (or a potential party) and indemnity has been sought hereunder by
such holder or any Person controlling such holder unless such settlement
includes an unconditional release of such holder or such controlling Person
from all liability on claims that are the subject matter of such proceeding.


 


(d)                                 If the indemnification
provided for in this Section 4 is unavailable to an indemnified party under
paragraphs (a), (b) or (c) hereof in respect of any losses, claims, damages,
liabilities or expenses referred to therein, then each indemnifying party, in
lieu of indemnifying such indemnified party, shall contribute to the amount
paid or payable by such indemnified party as a result of such losses, claims,
damages, liabilities and expenses in such proportion as is appropriate to
reflect the relative fault of the Company on the one hand and such holders on
the other hand in connection with the statements or omissions which resulted in
such losses, claims, damages, liabilities or expenses, as well as any other
relevant equitable considerations. The relative fault of the Company on the one
hand and such holders on the other hand shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a
material fact or the omission to state a material fact relates to information
supplied by the Company on the one hand or by such holders on the other hand
and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The amount paid
or payable by an indemnified party as a result of the losses, claims, damages,
liabilities or expenses shall be deemed to include, subject to the limitations
set forth above, any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action
or claim.


 


(e)                                  The Company and the
holders of the Registrable Securities agree that it would not be just and
equitable if contribution pursuant to this Section 4 were determined by a
pro rata allocation or by any other method of allocation that does not take
account of the equitable considerations referred to in subsection (d) above. The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages, liabilities and expenses referred to in subsection (d) above
shall be deemed to include, subject to the limitations set forth above, any
legal or other expenses reasonably incurred by such indemnified party in
connection with investigating any claim or defending any such action, suit or
proceeding. Notwithstanding any other provision of this Agreement, no holder of
the Registrable Securities shall be required to contribute an amount greater
than the net proceeds received by such holder with respect to the sale of
Registrable Securities giving rise to any indemnification or contribution
obligation under this Section 4. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities
Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation.


 


5.                                       RULE 144.
The Company agrees with each holder of Registrable Securities to:


 


8

















 


(a)                                  comply with the
requirements of Rule 144(c) under the Securities Act with respect to current
public information about the Company;


 


(b)                                 use its best efforts
to file with the Commission in a timely manner all reports and other documents
required of the Company under the Securities Act and the Exchange Act (at any
time it is subject to such reporting requirements); and


 


(c)                                  furnish to any holder
of Registrable Securities upon request (i) a written statement by the Company
as to its compliance with the requirements of said Rule 144(c) and the
reporting requirements of the Securities Act and the Exchange Act (at any time
it is subject to such reporting requirements), (ii) a copy of the most recent
annual or quarterly report of the Company, and (iii) such other reports and
documents of the Company as such holder may reasonably request to avail itself
of any similar rule or regulation of the Commission allowing it to sell any
such securities without registration.


 


6.                                       DEFINITIONS.


 


(a)                                  Definitions. Unless
the context otherwise requires, the terms hereinafter set forth when used
herein shall have the following meanings and the following definitions shall be
equally applicable to both the singular and plural forms of any of the terms
herein defined.


 


“Affiliate”
means, as to any Person, a Person which directly or indirectly through one or
more intermediaries controls, or is controlled by, or is under common control
with, the first Person. The term “control” means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of a Person, whether through the ownership of voting stock, through an
investment advisory or other fiduciary arrangement, by contract or otherwise,
and the term “controlled” shall have a correlative meaning.


 


“Agreement”
means this Registration Rights Agreement and all Schedules hereto.


 


“Business
Day” means any day other than a Saturday, Sunday or other day on which
banks in Boston are required by law to close or are customarily closed.


 


“Closing
Date” means the “Closing Date” under the Purchase Agreement.


 


“Commission”
means the Securities and Exchange Commission as from time to time constituted,
created under the Exchange Act, or, if at any time after the execution of this
Agreement such Commission is not existing and performing the duties now
assigned to it under the Exchange Act, then the Person performing such duties
at such time.


 


“Common
Stock” means any stock of any class of the Company which has no preference
in respect of dividends or of amounts payable in the event of any voluntary or
involuntary liquidation, dissolution or winding-up of the Company and which is
not subject to redemption by the Company.


 


“Company”
has the meaning assigned in the first paragraph of this Agreement.


 


9

















 


“Effective
Date” means the date the Registration Statement is declared effective by
the Commission.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


“Investor”
has the meaning assigned in the first paragraph of this Agreement, and includes
any of its successors or permitted assignees of any of their rights hereunder
that hold Registrable Securities.


 


 “Person” means any natural person,
corporation, partnership, limited liability company, trust or unincorporated
organization, incorporated government, government agency or political
subdivision thereof.


 


“Prospectus”
means the prospectus included in a Registration Statement, as amended or
supplemented by any prospectus supplement and by all other amendments thereto,
including post-effective amendments, and all material incorporated by reference
into such Prospectus.


 


“Registrable
Securities” means (a) all shares of Common Stock issuable upon the
conversion of the Debenture and Warrant (as both of such terms are defined in
the Purchase Agreement) and (b) any shares of capital stock issued or issuable,
from time to time, upon any reclassification, share combination, share
subdivision, stock split, share dividend, merger, consolidation or similar
transaction or event or otherwise as a distribution on, in exchange for or with
respect to any of the foregoing, in each case held at the relevant time by an
Investor. As to any particular securities, such securities will cease to be
Registrable Securities when (i) they have been transferred in a public offering
registered under the Securities Act, (ii) they have been transferred in a sale
made through a broker, dealer or market-maker pursuant to Rule 144 under the
Securities Act or (iii) the holder thereof is able to sell all of such
securities under Rule 144 under the Securities Act during any 90-day period
without restriction (including without limitation, as to volume by the holder
thereof).


 


“Registration
Period” means the period from and after the Effective Date until the time
determined by Section 1(a)(ii) hereof.


 


“Registration
Statement” means any registration statement of the Company relating to the
registration for resale of Registrable Securities, including any registration
statement filed pursuant to the provisions of this Agreement, including the
Prospectus included therein, all amendments and supplements thereto (including
post-effective amendments) and all exhibits and material incorporated by
reference therein.


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


7.                                       MISCELLANEOUS.


 


(a)                                  Remedies. Each
holder of the Registrable Securities, in addition to being entitled to exercise
all rights provided herein, and granted by law, including recovery of damages,
shall be entitled to specific performance of its rights under this Agreement. The



 


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Company agrees
that monetary damages would not be adequate compensation for any loss incurred
by reason of a breach by it of the provisions of this Agreement and hereby
agrees to waive the defense in any action for specific performance that a
remedy at law would be adequate.


 


(b)                                 No Inconsistent
Agreements. The Company shall not, on or after the date of this Agreement,
enter into any agreement with respect to its securities that is inconsistent
with the rights granted to such holders of the Registrable Securities in this
Agreement or otherwise conflicts with the provisions hereof. The rights granted
to the holders hereunder do not in any way conflict with and are not
inconsistent with the rights granted to the holders of the Company’s securities
under any other agreements.


 


(c)                                  Amendments and
Waivers. The provisions of this Agreement, including the provisions of this
sentence, may not be amended, modified or supplemented, and waivers or consents
to departures from the provisions hereof may not be given without the written
consent of the Company and the Investor.


 


(d)                                 Notices. Except
as may be otherwise provided herein, all notices, requests, waivers and other
communications made pursuant to this Agreement shall be in writing and shall be
conclusively deemed to have been duly given (a) when hand delivered to the
other party; (b) when sent by facsimile to the number set forth below if
sent between 8:00 a.m. and 5:00 p.m. recipient’s local time on a business day,
or on the next business day if sent by facsimile to the number set forth below
if sent other than between 8:00 a.m. and 5:00 p.m. recipient’s local time on a
business day; (c) three business days after deposit in the U.S. mail with
first class or certified mail receipt requested postage prepaid and addressed to
the other party at the address set forth below; or (d) the next business
day after deposit with a national overnight delivery service, postage prepaid,
addressed to the parties as set forth below with next business day delivery
guaranteed, provided that the sending party receives a confirmation of delivery
from the delivery service provider. Each person making a communication
hereunder by facsimile shall promptly confirm by telephone to the person to
whom such communication was addressed each communication made by it by
facsimile pursuant hereto but the absence of such confirmation shall not affect
the validity of any such communication. A party may change or supplement the
addresses given above, or designate additional addresses, for purposes of this
Section 7(d) by giving the other party written notice of the new address
in the manner set forth above.


 


(e)                                  Successors and
Assigns. This Agreement shall inure to the benefit of and be binding upon
the successors and permitted assigns of the Company and the Investor. The
rights and obligations of the Investor under this Agreement shall be
automatically assigned by the Investor to any transferee of all or any portion
of the Investor’s Registrable Securities who is a Permitted Transferee (as
defined below); provided, however, that within a reasonable time after the
transfer, (i) the Company is provided notice of the transfer including the name
and address of the transferee and the number of Registrable Securities
transferred; and (ii) that such transferee agrees in writing to be bound by the
terms of this Agreement. (For purposes of this “Agreement, a “Permitted
Transferee” shall mean any Person who (a) is an “accredited investor,” as that
term is defined in Rule 501(a) of Regulation D and (b) is a transferee of the
Registrable Securities as 


 


11

















 


permitted
under the securities laws of the United States). Upon any transfer permitted by
this Section 8(e), the Company shall be obligated to such transferee to perform
all of its covenants under this Agreement as if such transferee were an
Investor.


 


(f)                                    Counterparts.
This Agreement may be executed in any number of counterparts and by the parties
hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute one and the
same agreement.


 


(g)                                 Governing Law. All
questions concerning the construction, validity, enforcement and interpretation
of this Agreement shall be governed by and construed and enforced in accordance
with the laws of the State of Delaware without regard to the principles of
conflicts of laws thereof.


 


(h)                                 Severability. Should
any part of this Agreement for any reason be declared invalid, such decision
shall not affect the validity of any remaining portion, which remaining portion
shall remain in force and effect as if this Agreement had been executed with
the invalid portion thereof eliminated and it is hereby declared the intention
of the parties hereto that they would have executed the remaining portion of
this Agreement without including therein any such part, parts, or portion which
may, for any reason, be hereafter declared invalid.


 


(i)                                     Captions. The
descriptive headings of the various Sections or parts of this Agreement are for
convenience only and shall not affect the meaning or construction of any of the
provisions hereof.


 


(j)                                     Waiver of Jury
Trial. EACH OF THE COMPANY AND THE INVESTOR WAIVES ANY RIGHT TO A TRIAL BY
JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS
AGREEMENT OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED
OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR ARISING FROM
ANY RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT, AND AGREES THAT ANY
SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.


 


(k)                                  Entire Agreement.
This Agreement and the documents referred to herein constitute the entire
agreement among the parties with respect to the subject matter hereof and no party
shall be liable or bound to any other party in any manner by any warranties,
representations or covenants except as specifically set forth herein or
therein.


 


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IN WITNESS
WHEREOF, each of the parties hereto has executed this Agreement, or caused this
Agreement to be duly executed on its behalf, as of the date first written.


 


 


	
   

  	
  Microfluidics International Corporation,
  

  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian E. LeClair

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Brian E. LeClair

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Exec. VP & CFO

  



 


 


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  Global Strategic Partners, LLC,
  a 

  Delaware limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Wendel

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Bruce Wendel

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Authorized Person

  



 


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