EXHIBIT
10.1


 


AMENDMENT NO. 2 TO


REGISTRATION
RIGHTS AGREEMENT,


 


AMENDMENT NO. 2 TO


DEBENTURE AND
WARRANT PURCHASE AGREEMENT


and


 


AMENDMENT NO. 1 TO


SECURITY AGREEMENT


 


THIS AMENDMENT NO. 2 TO THE REGISTRATION RIGHTS AGREEMENT,
AMENDMENT NO. 2 TO THE DEBENTURE AND WARRANT PURCHASE AGREEMENT AND AMENDMENT
NO. 1 THE SECURITY AGREEMENT (the “Amendment”) is made effective as of the 11th
day of March, 2009, 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 convertible debenture
and a warrant to purchase common stock of the Company; and


 


WHEREAS, in connection with the execution of the
Purchase Agreement the Company and the Investor entered into a Registration
Rights Agreement and a Security Agreement, each dated as of November 14,
2008 (respectively, the “Registration Rights Agreement” and the “Security
Agreement”)


 


WHEREAS, the Company and the Investor would like to amend
the Registration Rights Agreement, the Purchase Agreement and the Security
Agreement 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 Registration Rights Agreement, the Purchase Agreement and the Security
Agreement 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           Amendments to the Registration Rights Agreement.


 


1

















 


(a)       Section 1(a)(i) of
the Registration Rights Agreement is hereby amended in its entirety to read as
follows:


 


“1.           REGISTRATION
STATEMENTS.


 


(a)           Demand Registration.


 


(i)            Upon the
written request of the Investor, the Company shall 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
Securities 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 the sale of any or all of the
Registrable Securities by the Investor on a delayed or continuous basis under Rule 415
of the Securities Act. The Company shall use its best efforts to file such
Registration Statement as soon as practicable after receipt of the Investor’s
written request (but in any event within thirty (30) days of the initial
request) and to cause such Registration Statement to be declared effective at
the earliest practicable 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).”


 


(b)       Section 2(a) of
the Registration Rights Agreement is hereby amended in its entirety to read as
follows:


 


“(a)         prepare and
file with the Commission a Registration Statement relating to the registration
on Form S-3 under the Securities Act (except if the Company is not then
eligible to register for resale the Registrable Securities 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), 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;”


 


2

















 


2.2           Amendment to the Purchase Agreement. 
Section 6.5 of the Purchase Agreement is hereby deleted
and of no further effect.


 


2.3           Amendment to the Security Agreement. 
Section 3(c) of the Security Agreement is hereby
deleted and of no further effect.


 


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


 


4.             Conflicting
Terms.  In
the event of any inconsistency or conflict between the Registration Rights Agreement,
the Security Agreement or the Purchase Agreement, 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 each of the Registration Rights Agreement, the Purchase Agreement
and the Security Agreement constitute the entire and exclusive agreement
between the parties with respect to the subject matter hereof and thereof.


 


3

















 


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:

  	
  Chief
  Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INVESTOR:

  
	
   

  	
   

  
	
   

  	
  Global Strategic Partners, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Bruce Wendel

  
	
   

  	
  Name:

  	
  Bruce
  Wendel

  
	
   

  	
  Title:

  	
  Authorized
  Person