SECURITY AGREEMENTSecurity Agreement • December 24th, 2008 • FLO Corp • Services-business services, nec • New York
This SECURITY AGREEMENT, dated as of December 23, 2008 (this “Agreement”), is among FLO Corporation, a Delaware corporation (the “Company”), all of the Subsidiaries of the Company hereafter formed or acquired (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 15% Senior Secured Original Issue Discount Debentures, issued and issuable pursuant to the Purchase Agreement (as defined in the Debentures) (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
ContractFLO Corp • April 8th, 2008 • Services-business services, nec • Delaware
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS, OR FLO CORPORATION SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 28th, 2008 • FLO Corp • Services-business services, nec • Delaware
This Executive Employment Agreement (“Agreement”) is made effective as of May 27, 2008 (“Effective Date”) by and between FLO Corporation (“Company”) and William M. Lutz (“Executive”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 5th, 2007 • FLO Corp • Washington
This Executive Employment Agreement (“Agreement”) is made effective as of April 1, 2007 (“Effective Date”) by and between FLO Corporation (“Company”) and Luke Thomas (“Executive”).
ASSET PURCHASE AND CONTRIBUTION AGREEMENTAsset Purchase and Contribution Agreement • November 29th, 2007 • FLO Corp • Services-business services, nec • Delaware
This Asset Purchase and Contribution Agreement, dated as of April 16, 2007 (this “Agreement”), is by and between Saflink Corporation, a Delaware corporation (“Saflink”) and FLO Corporation, a Delaware corporation (the “Company”) and wholly-owned subsidiary of Saflink. All capitalized terms have the meanings ascribed to such terms in Article I or as otherwise defined herein.
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.
AMENDMENT No. 1FLO Corp • April 8th, 2008 • Services-business services, nec
This Amendment No. 1, dated as of December 31, 2007, is between Unisys Corporation, a Delaware corporation (“Seller”), and FLO Corporation, a Delaware Corporation (“Buyer”), and it amends that certain Asset Purchase Agreement dated as of October 5, 2007 (the “Agreement”), between Seller and Buyer. Capitalized terms used herein without definition shall have the meanings given such terms in the Agreement.
TRANSITION SERVICES AGREEMENTTransition Services Agreement • October 5th, 2007 • FLO Corp • Delaware
This TRANSITION SERVICES AGREEMENT (this “Agreement”) is dated as of April 16, 2007, by and between Saflink Corporation, a Delaware corporation (“Seller”), and FLO Corporation, a Delaware corporation (“Buyer”).
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.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 5th, 2007 • FLO Corp • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 3, 2007, by and among FLO Corporation, a Delaware corporation (the “Company”), and the investors signatory hereto (each an “INVESTOR” and collectively, the “Investors”).
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.
DEBENTURE PURCHASE AGREEMENTDebenture Purchase Agreement • December 24th, 2008 • FLO Corp • Services-business services, nec • New York
This Debenture Purchase Agreement (this “Agreement”) is dated as of December 23, 2008, between FLO Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SERVICES AND ESCROW AGREEMENTServices and Escrow Agreement • July 11th, 2008 • FLO Corp • Services-business services, nec • Delaware
This SERVICES AND ESCROW AGREEMENT (this “Agreement”), dated as of May 8, 2008, is by and between International RAM Associates LLC, a [Delaware] limited liability company (“RAM”), and FLO Corporation, a Delaware corporation (“FLO”). RAM and FLO are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties.” Capitalized terms used but not defined herein have the meaning given to such terms in the Purchase Agreement (as defined below).
EXCHANGE AGREEMENTExchange Agreement • April 8th, 2008 • FLO Corp • Services-business services, nec • New York
This Exchange Agreement (this “Agreement”) is dated as of April 3, 2008, by and among FLO Corporation, a Delaware corporation (the “Company”), and certain holders of shares of the Company’s Series A Preferred Stock whose signatures appear on the signature page attached hereto (each a “Holder” and collectively the “Holders”).
FLO Corporation Software Development AgreementFlo Corporation Software Development Agreement • November 29th, 2007 • FLO Corp • Services-business services, nec • Washington
This Agreement (the “Agreement”) is made and entered into as of this 29th day of May 2007 (the “Effective Date”), by and between FLO Corporation, a Delaware corporation having a place of business located at 12413 Willows Road NE, Kirkland, Washington 98034 (hereinafter “FLO”), and International RAM Associates, Inc., a Texas corporation, with its principal offices located at 11044 Research Boulevard, Suite D-200, Austin, Texas 78759 (hereinafter “RAM”).
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”).
SUBORDINATION AGREEMENTSubordination Agreement • December 24th, 2008 • FLO Corp • Services-business services, nec
The undersigned lenders (each a “Creditor”, and collectively referred to as “Creditors”) are creditors of FLO Corporation (the “Company” or the “Borrower”)), and desire that [names of Participating 12% Note Holders] (each, a “Senior Lender” and collectively, the “Senior Lenders”) extend and continue to extend such financial accommodations to the Borrowers as Borrowers may request and as the Senior Lenders may deem proper, and continue to extend such financial accommodations to the Borrowers as Borrowers. Defined terms not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement dated December 23, 2008 among the Company and the Senior Lenders (the “Purchase Agreement”). For the purpose of inducing Senior Lenders to make the loan contemplated by the Purchase Agreement and to continue or renew such financial accommodations, and in consideration thereof, Creditors agree as follows:
AMENDMENT No. 1FLO Corp • April 15th, 2008 • Services-business services, nec
This Amendment No. 1, dated as of December 31, 2007, is between Unisys Corporation, a Delaware corporation (“Seller”), and FLO Corporation, a Delaware Corporation (“Buyer”), and it amends that certain Asset Purchase Agreement dated as of October 5, 2007 (the “Agreement”), between Seller and Buyer. Capitalized terms used herein without definition shall have the meanings given such terms in the Agreement.
ASSET PURCHASE AGREEMENT between UNISYS CORPORATION and FLO CORPORATION Dated as of October 5, 2007Asset Purchase Agreement • November 29th, 2007 • FLO Corp • Services-business services, nec • Delaware
ASSET PURCHASE AGREEMENT, dated as of October 5, 2007, between Unisys Corporation, a Delaware corporation (“Seller”), and FLO Corporation, a Delaware corporation (“Buyer”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 8th, 2008 • FLO Corp • Services-business services, nec
This Agreement is made pursuant to the Note and Warrant Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).
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.
CONSULTING AGREEMENTConsulting Agreement • November 29th, 2007 • FLO Corp • Services-business services, nec • Delaware
THIS CONSULTING AGREEMENT (“Agreement”) is made this 8th day of June, 2007, by and between BUSINESS TRAVEL COALITION, INC., a Pennsylvania corporation, with its principal place of business at 214 Grouse Lane, Suite 210, Radnor, PA 19087 (hereinafter called “Consultant”) and FLO CORPORATION, a Delaware corporation with its principal place of business at 12413 Willows Road NE, Suite 300, Kirkland, WA 98034 (hereinafter called “Client”). Client and Consultant are hereinafter sometimes referred to collectively as the “Parties.” This Agreement shall be effective as of March 1, 2007 (the “Effective Date”).
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.
