LOAN AND SECURITY AGREEMENT
LOAN AND SECURITY AGREEMENT (ALL ASSETS), dated as of March , 2004,
between and among MFIC Corporation, a Delaware corporation ( “MFIC” ), and Microfluidics Corporation, a
Delaware corporation ( “Microfluidics” ) (MFIC and Microfluidics are hereinafter collectively referred to as
the “ Borrower ”), and Banknorth, N.A., a national banking association organized and existing under the laws of
the United States of America (the “ Bank ”). The parties hereto hereby agree as follows:
1. DEFINITIONS AND ACCOUNTING TERMS
Section 1.01 As used in this Agreement (if so used), the following terms have the following meanings
(terms defined in the singular to have the same meaning when used in the plural and vice versa):
“ Affiliate ” shall mean any Person (i) which directly or indirectly Controls, or is Controlled by or is
under common Control with the Borrower or a subsidiary, (ii) which directly or indirectly beneficially
holds or owns five (5%) percent or more of any class of voting stock of the Borrower or any subsidiary,
or (iii) five (5%) percent or more of the voting stock of which is directly or indirectly beneficially owned
or held by the Borrower or a subsidiary.
“ Acts ” shall have the meaning assigned to such term in Section 12.15.
“ Banking Day ” shall mean a day on which banks are open for business in Boston, Massachusetts, and
if the applicable “Banking Day” relates to a LIBOR Loan, a day on which dealings are carried on and
banks are open for business in the relevant Interbank Market.
“ Bankruptcy Code ” as used herein shall mean Title 11 of the United States Code entitled
“ Borrowing Base ” as used herein shall mean the sum of the following:
(a) eighty-five (85%) percent of the unpaid face amount of Qualified Accounts (as defined
(b) one hundred (100%) percent of the aggre