NOTE AND WARRANT PURCHASE AGREEMENT Dated as of , 2008 by and among FLO CORPORATION and THE PURCHASERS LISTED ON EXHIBIT ANote and Warrant Purchase Agreement • May 14th, 2008 • FLO Corp • Services-business services, nec • New York
This NOTE AND WARRANT PURCHASE AGREEMENT dated as of , 2008 (this “Agreement”) is by and among FLO Corporation, a Delaware corporation (the “Company”), and each of the purchasers of the senior convertible promissory notes of the Company whose names are set forth on Exhibit A attached hereto (each a “Purchaser” and collectively, the “Purchasers”).
ContractFLO Corp • May 14th, 2008 • Services-business services, nec • New York
THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE MAKER OF AN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE MAKER THAT THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS.
SUBSCRIPTION RENEWAL FEE AGREEMENTSubscription Renewal Fee Agreement • May 14th, 2008 • FLO Corp • Services-business services, nec • Delaware
This SUBSCRIPTION RENEWAL FEE AGREEMENT (this “Agreement”), dated as of May 8, 2008 (the “Effective Date”), is by and between Unisys Corporation, a Delaware corporation (“Seller”) and FLO Corporation, a Delaware corporation (“Buyer”). Seller and Buyer are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties.”
SERVICES AGREEMENTServices Agreement • May 14th, 2008 • FLO Corp • Services-business services, nec • Delaware
This SERVICES AGREEMENT (this “Agreement”), dated as of May 8, 2008, is by and between Unisys Corporation, a Delaware corporation (“Seller”) and FLO Corporation, a Delaware corporation (“Buyer”). Seller and Buyer are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties.” This Agreement shall be effective as of the Closing Date.
BURNHAM HILL PARTNERS A DIVISION OF PALI CAPITAL INC.Letter Agreement • May 14th, 2008 • FLO Corp • Services-business services, nec • New York
This letter Agreement (the “Agreement”) confirms the engagement of Burnham Hill Partners (“BHP”), a division of Pali Capital Inc., by FLO Corporation (the “Company”) to act as its exclusive placement agent in connection with an equity and/or debt financing through a transaction or transactions exempt from registration under the Securities Act of 1933, as amended and in compliance with the applicable securities laws and regulations (a “Financing”).
AMENDMENT No. 5FLO Corp • May 14th, 2008 • Services-business services, nec
This Amendment No. 5, dated as of May 8, 2008, is between Unisys Corporation, a Delaware corporation (“Seller”), and FLO Corporation, a Delaware Corporation (“Buyer”), and it further amends that certain Asset Purchase Agreement dated as of October 5, 2007 (as amended by Amendment No. 1 thereto dated as of December 31, 2007, by Amendment No. 2 thereto dated as of February 28, 2008, by Amendment No. 3 thereto dated as of March 24, 2008, and by Amendment No. 4 thereto dated as of April 2, 2008, the “Agreement”). Capitalized terms used herein without definition shall have the meanings given such terms in the Agreement.
INTELLECTUAL PROPERTY LICENSE AGREEMENTIntellectual Property License Agreement • May 14th, 2008 • FLO Corp • Services-business services, nec • Delaware
This INTELLECTUAL PROPERTY LICENSE AGREEMENT (“License Agreement”), is entered into as of May 8, 2008, between FLO Corporation, a Delaware corporation (“FLO”), and Unisys Corporation, a Delaware corporation (“Unisys”). This Agreement will be effective on the Closing Date without further action by either or both parties.
