q2ex10.htm


     

    
      

      

    

     

    Exhibit
10.2


    AMENDMENT
NO. 2 TO CONVERTIBLE DEBENTURE

    


    THIS AMENDMENT NO. 2 TO CONVERTIBLE
DEBENTURE (the “Amendment”) is made effective as of the 4th day of
May, 2009, by and between Microfluidics International Corporation, a Delaware
corporation (the “Company”), and Global Strategic Partners, LLC , a Delaware
limited liability company (the “Investor”).

     

     

    R
E C I T A L S

     

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

     

    WHEREAS,
pursuant to that certain Amendment No. 1 to the Debenture and Note Purchase
Agreement and Amendment No. 1 to the Convertible Debenture dated as of November
17, 2008 the Company and the Investor amended certain terms of the Debenture;
and

     

    WHEREAS,
the Company and the Investor would like to further amend the 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 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 Debenture.

     

    2. Amendments.

     

    2.1 Section 1
of the Debenture is hereby amended in its entirety to read as
follows:

     

    “1.           Interest
on the outstanding principal amount of this Convertible Debenture (this
“Debenture”) shall be computed on the basis of twelve 30-day months in a 360-day
year and shall be payable quarterly in arrears.  The principal of this
Debenture shall bear interest at the rate of nine percent (9%) per annum, or if
less, at the highest rate permitted by applicable law.  All accrued
but unpaid interest on the principal amount of this Debenture shall be due and
payable in cash on the first business day of each calendar quarter (each an
“Interest Payment Date”).  Notwithstanding the foregoing, the interest
payments due and payable on each of July 1, 2009, October 1, 2009 and January 4,
2010 shall be deferred (collectively, the “Deferred
Payments”).  Interest shall accrue on the outstanding Deferred
Payments at the rate of nine percent (9%) per annum, or if less, at the highest
rate permitted by applicable law.  The Deferred Payments and any
interest accrued thereon shall be payable in eight equal quarterly installments
payable on the first day of such quarter beginning on April 1, 2010 and
continuing through January 2, 2012, as set forth on Exhibit A, hereto. Payment
of the Deferred Payments and any interest accruing thereon shall be made in
addition to any interest payment regularly due and payable on such Interest
Payment Date.”

     

    2.2 Section 8
of the Debenture is hereby amended in its entirety to read as
follows:

     

    Payment
of the principal and interest on this Debenture shall be made in money of the
United States of America which at the time of payment is legal tender for the
payment of public and private debts, by wire transfer in immediately available
funds to the account set forth on Exhibit B hereto or such other account as the
Holder shall from time to time designate to the Issuer in writing, or, if
requested by the Holder, by certified or back cashier’s check payable to the
Holder, mailed to the Holder at the address set forth herein, or such other
address as shall be designated in writing by the Holder to the
Issuer.

     

    2.3 Exhibit
A, as attached hereto, is made a part of the Debenture and fully
incorporated therein.

     

    2.4 Exhibit
B, as attached hereto, is made a part of the Debenture and fully
incorporated therein.

     

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

     

    4. Conflicting
Terms.  In the event of any inconsistency or conflict between
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 Debenture constitute the entire and exclusive agreement
between the parties with respect to the subject matter hereof and
thereof.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    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:
President and Chief Executive Officer

    


    


    INVESTOR:

    


    Global
Strategic Partners, LLC

    


    


    By: /s/ Bruce Wendel

    Name:
Bruce Wendel

    Title:
Authorized Person