Exhibit 10.43 SETTLEMENT AGREEMENT This Settlement Agreement (the "Agreement") is entered into this day of October, 2000, between MFIC Corporation, a Delaware corporation having its principal offices at 30 Ossipee Road, Newton, Massachusetts 02464...Settlement Agreement • April 13th, 2001 • Microfluidics International Corp • Laboratory apparatus & furniture
EXHIBIT 10.37 SETTLEMENT AGREEMENT This Agreement which is executed on this 17th day of January, 2000 is by and among: MFIC Corporation, formerly Microfluidics International Corporation, a corporation organized under the laws of Delaware ("MFIC" or...Settlement Agreement • March 30th, 2000 • Microfluidics International Corp • Laboratory apparatus & furniture
W I T N E S S E T H:Revolving Credit and Term Loan Agreement • March 30th, 2000 • Microfluidics International Corp • Laboratory apparatus & furniture
TERM NOTETerm Note • March 30th, 2000 • Microfluidics International Corp • Laboratory apparatus & furniture
FOR VALUE RECEIVED, the undersigned, MFIC Corporation, a Delaware corporation with its principal office at 30 Ossipee Road, Newton, Massachusetts 02464 (the "Borrower") absolutely and unconditionally promises to pay to the order of National Bank of Canada, a Canadian chartered bank (the "Lender"), at the head office of the Lender, One Federal Street, Boston, Massachusetts 02110, in immediately available funds, the principal sum of Four Hundred Seventy-Five Thousand and 00/100 DOLLARS ($475,000.00), together with interest thereon, payable as follows:
EXHIBIT 10.29 SECURITY AGREEMENT Inventory, Accounts, Equipment and Other Property -----------------------------------------------------------------Security Agreement • March 30th, 2000 • Microfluidics International Corp • Laboratory apparatus & furniture • Massachusetts
INTRODUCTION ------------Revolving Credit Loan Agreement • November 17th, 1998 • Microfluidics International Corp • Laboratory apparatus & furniture
Exhibit 10.42 EXHIBIT B LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT is made the _____ day of October, 2000, by and between MFIC CORPORATION, a Delaware corporation (the "Borrower"), and J.M. HUBER CORPORATION, a New Jersey corporation...Loan and Security Agreement • April 13th, 2001 • Microfluidics International Corp • Laboratory apparatus & furniture
EXPORT-IMPORT BANK OF THE UNITED STATES WORKING CAPITAL GUARANTEE PROGRAM BORROWER AGREEMENTBorrower Agreement • July 7th, 2008 • Microfluidics International Corp • Laboratory apparatus & furniture
THIS BORROWER AGREEMENT (this “Agreement”) is made and entered into by the entity identified as Borrower on the signature page hereof (“Borrower”) in favor of the Export-Import Bank of the United States (“Ex-Im Bank”) and the institution identified as Lender on the signature page hereof (“Lender”).
EXHIBIT 10.45 Irwin J. Gruverman December 31, 2000 16 Tanglewood Road Needham, MA 02494 Dear Mr. Gruverman: This will confirm our Agreement concerning charges you will incur in connection with your activities for G&G Diagnostics Corporation, and other...Consulting Agreement • April 13th, 2001 • Microfluidics International Corp • Laboratory apparatus & furniture
This will confirm our Agreement concerning charges you will incur in connection with your activities for G&G Diagnostics Corporation, and other arrangements.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 7th, 2008 • Microfluidics International Corp • Laboratory apparatus & furniture • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of the Effective Date between (i) SILICON VALLEY BANK, a California corporation with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462 (“Bank”), and (ii) MICROFLUIDICS INTERNATIONAL CORPORATION, a Delaware corporation and MICROFLUIDICS CORPORATION, a Delaware corporation, each with offices located at 30 Ossipee Road, Newton, Massachusetts 02464 (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
Exhibit 10.41 Rental Contract between ABB, Edisonstra(beta)e 15, in 68623 Lampertheim and Microfluidics, 30 Ossipee Road, Newton, MA 02464-9101 1. Rental object The landlord is the main renter of the factory location, Edisonstra(beta)e 15, 68623...Rental Contract • April 13th, 2001 • Microfluidics International Corp • Laboratory apparatus & furniture
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 24th, 2008 • Microfluidics International Corp • Laboratory apparatus & furniture • Delaware
This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of October 20, 2008 (the “Effective Date”) is among (a) SILICON VALLEY BANK, a California corporation (“Bank”), with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462 (FAX 617-969-5965), and (b) MICROFLUIDICS INTERNATIONAL CORPORATION, a Delaware corporation, with its principal place of business at 30 Ossipee Road, Newton, Massachusetts 02464 (FAX 617-965-1213) (“Microfluidics International”) and MICROFLUIDICS CORPORATION, a Delaware corporation, with its principal place of business at 30 Ossipee Road, Newton, Massachusetts 02464 (FAX 617-965-1213) (“Microfluidics”) (individually and collectively, jointly and severally, “Borrower”) and provides the terms on which Bank shall lend to Borrower, and Borrower shall repay Bank. This Agreement amends
EXHIBIT 10.35 PURSUANT TO A SUBORDINATION AGREEMENT DATED AS OF FEBRUARY 28, 2000, AND IN EFFECT BY AND AMONG MFIC CORPORATION, NATIONAL BANK OF CANADA AND LAKE SHORE INDUSTRIES, INC. THE REPAYMENT OF THIS NOTE AND ALL INDEBTEDNESS EVIDENCED HEREBY IS...Subordinated Promissory Note • March 30th, 2000 • Microfluidics International Corp • Laboratory apparatus & furniture • Massachusetts
May 5, 1999Financing Agreement • August 16th, 1999 • Microfluidics International Corp • Laboratory apparatus & furniture
EXHIBIT 10.27 REVOLVING CREDIT NOTERevolving Credit Note • March 30th, 2000 • Microfluidics International Corp • Laboratory apparatus & furniture
This Revolving Credit Note is the Revolving Credit Note which has been executed and delivered in accordance with Section 2.3 of the Loan Agreement. Reference is made to the Loan Agreement for a description of the benefits to which the Lender is entitled on account hereof and for reference to the security interests which secure the Liabilities.
EXHIBIT 10.30 TRADEMARK AND TRADEMARK APPLICATIONS SECURITY AGREEMENTTrademark and Trademark Applications Security Agreement • March 30th, 2000 • Microfluidics International Corp • Laboratory apparatus & furniture
EXHIBIT 10.26 REVOLVING CREDIT AND TERM LOAN AGREEMENTRevolving Credit and Term Loan Agreement • March 30th, 2000 • Microfluidics International Corp • Laboratory apparatus & furniture
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • January 25th, 2011 • Microfluidics International Corp • Laboratory apparatus & furniture • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of January 12, 2011, is entered into by and among IDEX Corporation, a Delaware corporation (“Parent”), Nano Merger Sub, Inc., a Delaware corporation (the “Purchaser”), and Marjorie Gruverman (“Stockholder”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 2nd, 2007 • Mfic Corp • Laboratory apparatus & furniture • Massachusetts
THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”), dated as of April 26, 2007, is made by and between MFIC CORPORATION, a Delaware corporation (the “Company”), and ROBERT P. BRUNO, an adult individual (the “Executive”). The Company and the Executive are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
Exhibit 10.46 Irwin J. Gruverman December 31, 2000 16 Tanglewood Road Needham, MA 02194 Dear Mr. Gruverman: This will confirm our Agreement concerning your compensation as Chairman, President and CEO of MFIC. Subject to approval by the Board, we will...Employment Agreement • April 13th, 2001 • Microfluidics International Corp • Laboratory apparatus & furniture
Subject to approval by the Board, we will pay you at a base rate of $95,000 per year, beginning January 1, 2001. You will participate in a bonus pool, if any, for management employees. You agree that MFIC will withhold money from your compensation to pay appropriate taxes. You will be included in MFIC's insurance and medical programs as in past years, at no cost to you, as part of your compensation.
RESEARCH COLLABORATION AGREEMENT — INVENTIONS AND MATERIALS —Research Collaboration Agreement • March 30th, 2006 • Mfic Corp • Laboratory apparatus & furniture • Massachusetts
This Agreement, effective as of September 21, 2005 (the “Effective Date”), is between the University of Massachusetts Lowell (“UML” or “Institution”), a public institution of higher education of the Commonwealth of Massachusetts, and MFIC Corporation, a Delaware corporation (“Sponsor”),
EXHIBIT 10.33 STOCK PLEDGE AGREEMENT This STOCK PLEDGE AGREEMENT is made as of this 28th day of February, 2000, by and between MFIC Corporation, a Delaware corporation (the "Company"), with a place of business at 30 Ossipee Road, Newton, Massachusetts...Stock Pledge Agreement • March 30th, 2000 • Microfluidics International Corp • Laboratory apparatus & furniture • Massachusetts
EXHIBIT 10.34 Subordination Agreement ----------------------------------------- ---------------------------------------Subordination Agreement • March 30th, 2000 • Microfluidics International Corp • Laboratory apparatus & furniture
AMENDMENT TO LOAN AGREEMENTLoan Agreement • October 28th, 2010 • Microfluidics International Corp • Laboratory apparatus & furniture
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”)
Irwin J. Gruverman December 31, 2001Compensation Agreement • April 1st, 2002 • Mfic Corp • Laboratory apparatus & furniture
AMENDMENT TO TRANSACTION DOCUMENTSAmendment to Transaction Documents • October 26th, 2009 • Microfluidics International Corp • Laboratory apparatus & furniture
This AMENDMENT TO TRANSACTION DOCUMENTS (this “Amendment”) is entered into as of October 23, 2009 by and among MICROFLUIDICS INTERNATIONAL CORPORATION, a Delaware corporation (the “Borrower”), MICROFLUIDICS CORPORATION, a Delaware corporation (“Microfluidics Corporation” or the “Guarantor” and, together with the Borrower, each a “Loan Party” and, collectively, the “Loan Parties”), and GLOBAL STRATEGIC PARTNERS, LLC, a Delaware limited liability company (the “Lender”).
March 20, 2007General Financial Advisory and Investment Banking Services Agreement • March 29th, 2007 • Mfic Corp • Laboratory apparatus & furniture
Re: General Financial Advisory and Investment Banking Services Agreement between Maxim Group LLC (“Maxim”) and MFIC Corporation (the “Company” or “MFIC”) dated November 17, 2004 (the “Agreement”)
THIRD AMENDMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENTRevolving Credit and Term Loan Agreement • March 28th, 2003 • Mfic Corp • Laboratory apparatus & furniture
This Third Amendment to Revolving Credit and Term Loan Agreement (the "Amendment") is made as of the 19th day of February, 2003 by and among
MICROFLUIDICS INTERNATIONAL CORPORATION 30 Ossipee Road Newton, Ma 02164Compensation Agreement • March 31st, 1997 • Microfluidics International Corp • Laboratory apparatus & furniture
This will confirm our Agreement concerning your compensation as Chairman and CEO of MFIC, and charges you will incur in connection with your activities for G & G Diagnostics Corporation.
EXHIBIT 3.10(s) Irwin J. Gruverman December 31, 1997 16 Tanglewood Road Needham, MA 02194 Dear Mr. Gruverman: This will confirm our Agreement concerning your compensation as Chairman and CEO of MFIC, and charges you will incur in connection with your...Compensation Agreement • March 27th, 1998 • Microfluidics International Corp • Laboratory apparatus & furniture
This will confirm our Agreement concerning your compensation as Chairman and CEO of MFIC, and charges you will incur in connection with your activities for G & G Diagnostics Corporation.
EXHIBIT 10.32 UNLIMITED GUARANTY GUARANTY, dated as of February 28, 2000 by Microfluidics Corporation, a Delaware corporation with a place of business at 30 Ossipee Road, Newton, Massachusetts 02464 (the "Guarantor"), in favor of National Bank of...Unlimited Guaranty • March 30th, 2000 • Microfluidics International Corp • Laboratory apparatus & furniture • Massachusetts
Private and ConfidentialFinancial Advisory Agreement • March 18th, 2005 • Mfic Corp • Laboratory apparatus & furniture
We are pleased that MFIC Corporation, a Delaware corporation (“MFIC” or the “Company”) has decided to retain Maxim Group LLC (“Maxim”) to provide general financial advisory and investment banking services to the Company as set forth herein. This letter agreement (“Agreement”) will confirm Maxim’s acceptance of such retention and set forth the terms of our engagement.
TD BANK, N.A. SECURITY AGREEMENT (Pledged Collateral)Security Agreement • July 7th, 2008 • Microfluidics International Corp • Laboratory apparatus & furniture
The undersigned has delivered to TD Bank, N.A. (the “Bank”) Certificate of Deposit No. 8731024878 in the face amount of $546,878.15 issued by the Bank and belonging to the undersigned (the “Collateral”). The undersigned hereby agrees that such Collateral is to be held by the Bank as security for all reimbursement obligations including transaction fees of the undersigned to the Bank pursuant to the following letters of credit (hereinafter, collectively, the “Obligations”):
BANKNORTH, N.A. REVOLVING LINE OF CREDIT NOTERevolving Line of Credit Note • April 6th, 2004 • Mfic Corp • Laboratory apparatus & furniture • Massachusetts
This Note is issued pursuant, and is subject, to the Loan Agreement, which provides, among other things, for acceleration hereof. This Note is the “Revolving Line of Credit Note” referred to in the Loan Agreement.
SECURITY AGREEMENTSecurity Agreement • January 14th, 2009 • Microfluidics International Corp • Laboratory apparatus & furniture • New York
THIS SECURITY AGREEMENT (this “Agreement”), dated as of November 14, 2008, is made between MICROFLUIDICS INTERNATIONAL CORPORATION, a Delaware corporation (“Debtor”), and GLOBAL STRATEGIC PARTNERS, LLC, a Delaware limited liability company (“Secured Party”).
